Common use of Release by Executive Clause in Contracts

Release by Executive. In exchange for the benefits set forth in the certain Employment Agreement entered into by and between the Company and Executive, dated as of September 13, 2021, (the “Agreement”) to which this Release is an exhibit, which are conditioned on Executive signing this Release, and to which Executive is not otherwise entitled, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Executive, his heirs, executors, administrators, beneficiaries, representatives, assigns and successors, and all others connected with or claiming through Executive, fully and forever agree to release and discharge the Company and the Company’s parent and subsidiary corporations, and all of their respective past, present and future employee benefit plans, joint venturers, predecessors, successors, assigns, employees, officers, directors, shareholders, administrators, trustees, agents, representatives, and consultants, and all those connected with any of them, in their official and personal capacities (hereinafter the “Releasees”) from any and all manner of claims, liabilities and actions, causes of action, in law or in equity, demands, suits, rights, or damages of any kind or nature, whether known or unknown, fixed or contingent (hereinafter called “Claims”), that Executive now has or may hereafter have against the Releasees arising out of, connected with or relating to Executive’s employment by the Company and/or other relationship with the Company, or the termination of Executive’s employment and/or other relationship, by reason of any and all acts, omissions, events or facts occurring or existing prior to Executive’s execution of this Release. The Claims released hereunder, including without limitation, any claim of wrongful discharge, breach of contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, discrimination, personal injury, physical injury, emotional distress, claims under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act (“WARN”), as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; and any federal, state or local laws of similar effect.

Release by Executive. In exchange for the benefits set forth in the certain Employment Agreement entered into by and between the Company and Executive, dated as of September 13, 2021, (the “Agreement”) to which this Release is an exhibit, which are conditioned on Executive signing this Release, and to which Executive is not otherwise entitled, and for other good and For valuable consideration, the receipt and adequacy of which are is hereby acknowledged, the undersigned executive (“Executive”), on his own behalf and on behalf of his family members, heirs, executors, administrators, beneficiaries, personal representatives, assigns and successorsdistributees, devisees, legatees, and all others connected with or claiming through Executivesuccessors and assigns (collectively, the “Releasing Parties”), does hereby knowingly, voluntarily and unconditionally release, waive, acquit and fully discharge, and forever agree to release and discharge hold harmless Dynaresource, Inc., a Delaware corporation (the Company and the “Company’s parent and subsidiary corporations, ”) and all of their respective past, its present and future employee benefit planspast subsidiaries and affiliates, joint venturers, predecessors, successors, assigns, employees, and its and their officers, directors, shareholders, administratorsemployee benefit plans, plan fiduciaries and trustees, insurers, employees, agents, representatives, successors and consultants, and all those connected with any of them, in their official and personal capacities assigns (hereinafter collectively referred to as the “Releasees”) from any and all manner of claims, liabilities claims and actions, causes of action, in law or in equity, demands, suits, rights, or damages of any kind or nature, whether known or unknown, fixed or contingent (hereinafter called “Claims”), that Executive now has or may hereafter have against the Releasees arising out of, connected with of or relating related to Executive’s employment by with the Company and/or other relationship with the Companyand his separation therefrom, or the termination of Executive’s employment and/or other relationship, by reason of including but not limited to: (a) any and all actscontract and tort claims including, omissions, events or facts occurring or existing prior to Executive’s execution of this Release. The Claims released hereunder, including without limitation, any claim negligence, gross negligence, negligent hiring, retention and/or supervision, malice, defamation, conspiracy, assault, battery, intentional infliction of emotional distress, breach of implied or express contracts, unjust enrichment, quantum meruit, misrepresentation, fraud, estoppel, constructive discharge or wrongful discharge, breach invasion of contractprivacy; (b) claims for salary, breach benefits, bonuses, overtime, exemplary damages, lost pay, severance pay, vacation pay, medical, psychiatric or psychological treatment payments (as defined in the Texas Labor Code or any other state or local law); (c) claims for discrimination, harassment or retaliation based on age, disability, race, color, religion, sex, genetic information, national origin, or any other unlawful discrimination, harassment or retaliation; and (d) claims arising pursuant to any law, statute, ordinance, rule or regulation, including but not limited to, the Texas Labor Code, Texas Workers’ Compensation Act, Texas Payday Act and specifically Chapter 21 of the covenant of good faith and fair dealing, violation of public policy, defamation, discrimination, personal injury, physical injury, emotional distress, claims under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990Texas Labor Code; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 amended in 1991;42 U.S.C. § 1981; the The Americans With Disabilities Act; The Executive Retirement Income Security Act; The Age Discrimination in Employment Act; The Older Worker Benefit Protection Act; The Fair Labor Standards Act; The Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.Act; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.The National Labor Relations Act; the False Claims The Fair Credit Reporting Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security The Immigration Reform Control Act, as amended, 29 U.S.C. § 1001 et seq.; Executive Order 11246; Occupational Safety and Health Act; The Equal Pay Act; the Worker Adjustment and Retraining Notification Act (“WARN”), as amended, 29 U.S.C. § 2101 et seq.Act; the Fair Labor Standards Electronic Communication Privacy Act, 29 U.S.C. § 215 et seq.; the Computer Fraud & Abuse Act; the Xxxxxxxx-Xxxxx Act; and any federal, state or local laws of similar effectfederal anti-discrimination, consumer protection and/or trade practices act.

Release by Executive. In exchange for the benefits set forth in the certain Employment Transition Agreement entered into by and between the Company Company, the Operating Partnership and Executive, dated as of September 13, 2021, (the “Agreement”) to which this Release is an exhibit, which are conditioned on Executive signing this Release, and to which Executive is not otherwise entitled, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Executive, his heirs, executors, administrators, beneficiaries, representatives, assigns and successors, and all others connected with or claiming through Executive, fully Executive agrees unconditionally and forever agree to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporationscorporations (including the Operating Partnership), and all of as well as their respective pastpast and present parents, present and future subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors, shareholders, administrators, trustees, agents, representatives, and consultants, directors and all those connected persons acting by, through, under, or in concert with them, or any of them, in their official and personal capacities them (hereinafter the “Releasees”) from any and all manner of claims, liabilities and actions, causes of action, in law or in equity, demands, suits, rights, or damages of any kind or naturenature which he may now have, or ever have, whether known or unknown, fixed or contingent contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Executive now has or may hereafter have against the Releasees arising out of, connected with or relating to Executive’s employment by the Company and/or other relationship with the Company, or the termination of Executive’s employment and/or other relationship, by reason of any and all acts, omissions, events or facts occurring or existing prior to Executive’s execution of this Release. The Claims released hereunderhereunder specifically include, including without limitationbut are not limited to, any claim of wrongful discharge, claims for fraud; breach of contract, ; breach of the implied covenant of good faith and fair dealing, ; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy, defamation, discrimination, personal injury, physical injury, ; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, claims benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act (“WARN”), as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Labor Code; and any federal, state or local laws of similar effect.

Release by Executive. In exchange (a) Executive irrevocably and unconditionally releases, waives and discharges all Claims (as defined in Section 4(b) below) that Executive may now have against any of the Released Parties (as defined herein) as of the date hereof, except that Executive is not releasing (i) any Claim that relates to Executive’s right to enforce this Agreement, (ii) any Claim for the benefits set forth in the certain Employment Agreement entered into by and between indemnification as an officer, director or employee of the Company and Executivepursuant to the Company’s Certificate of Incorporation, By-laws or applicable state law, (iii) any claim for indemnification pursuant to the Indemnification Agreement, dated as of September 13May 27, 20212005, among GNC and Executive, or (iv) the Company’s directors’ and officers’ liability insurance. For purposes of this Agreement, the “Agreement”) to which this Release is an exhibitReleased Parties” are the Company and all related and affiliated entities (including corporations, which are conditioned on Executive signing this Releaselimited liability companies, partnerships, and joint ventures) and, with respect to which Executive is not otherwise entitledeach of the Company and its affiliated entities, and for other good and valuable consideration, the receipt and adequacy each of which are hereby acknowledged, Executive, his heirs, executors, administrators, beneficiaries, representatives, assigns their respective predecessors and successors, and all others connected with or claiming through Executive, fully and forever agree to release and discharge the Company and the Company’s parent and subsidiary corporations, and all of their respective past, present and future employee benefit plans, joint venturers, predecessors, successors, assigns, employees, officers, directors, shareholdersstockholders, owners, partners, members, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, trustees, agents, representativesfiduciaries, and consultantsinsurers of such programs), and all those connected any other persons acting by, through, under, or in concert with any of themthe foregoing identified Released Parties. (b) Subject only to the exceptions noted in Section 4(a) above, in their official and personal capacities (hereinafter the “Releasees”) from any and Executive is voluntarily releasing all manner of claims, liabilities and actionspromises, causes of action, in law or in equity, demands, suits, rights, or damages similar rights of any kind or naturetype , whether known or unknown, fixed unforeseen, unanticipated, unsuspected or contingent latent (hereinafter called “Claims”), that Executive now has may have with respect to any Released Party. This release specifically extends to, without limitation, claims or may hereafter have against the Releasees arising out ofcauses of action for wrongful termination, connected with or relating to Executive’s employment failure by the Company and/or other relationship with to provide notice of termination pursuant to the CompanyEmployment Agreement, or impairment of ability to compete in the termination of Executive’s employment and/or other relationship, by reason of any and all acts, omissions, events or facts occurring or existing prior to Executive’s execution of this Release. The Claims released hereunder, including without limitation, any claim of wrongful dischargeopen labor market, breach of an express or implied contract, breach of any collective bargaining agreement, breach of the covenant of good faith and fair dealing, violation breach of public policyfiduciary duty, fraud, misrepresentation, defamation, discriminationslander, personal injury, physical injury, infliction of emotional distress, disability, loss of future earnings, and claims under the Age Discrimination in Employment ActPennsylvania constitution, as amendedthe United States Constitution, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of and applicable state and federal fair employment laws, federal equal employment opportunity laws, and federal and state labor statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Fair Labor Standards Act, as amended, 29 U.S.C. § 206(d); the Civil Rights National Labor Relations Act, as amended, the Labor-Management Relations Act, as amended, the Worker Retraining and Notification Act of 18661988, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993as amended, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; as amended, the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security ActRehabilitation Act of 1973, as amended, 29 U.S.C. § 1001 et seq.; ERISA, and the Worker Adjustment and Retraining Notification Age Discrimination in Employment Act (“WARN”)of 1967, as amended. (c) Executive understands that Executive is releasing Claims of which Executive may not be aware. This is Executive’s knowing and voluntary intent, 29 U.S.C. § 2101 et seqeven though Executive recognizes that someday Executive might learn that some or all of the facts that Executive currently believes to be true are untrue and even though Executive might then regret having signed this Agreement. Nevertheless, Executive is assuming that risk and Executive agrees that this Agreement shall remain effective in all respects in any such case. It is further understood and agreed that Executive is waiving all rights under any statute or common law principle which otherwise limits application of a general release to claims which the releasing party does not know or suspect to exist in his favor at the time of signing the release which, if known by him, would have materially affected his settlement with the party being released/releasee. Executive understands the significance of doing so.; (d) Neither Executive nor his heirs, agents, representatives or attorneys have filed or caused to be filed any lawsuit, with respect to any Claim that Executive is releasing in this Agreement. (e) Executive acknowledges and represents that neither GNC nor the Fair Labor Standards ActCompany has provided any tax advice to him in connection with this Agreement and that he has been advised by GNC and the Company to seek tax advice from his own tax advisors regarding this Agreement and payments that may be made to Executive pursuant to this Agreement, 29 U.S.C. § 215 et seqincluding specifically, the application of the provisions of Section 409A of the Internal Revenue Code of 1986, as amended to such payments.; and any federal, state or local laws of similar effect.

Release by Executive. In exchange for the benefits set forth in the certain Employment Agreement entered into by and between the Company and Executive, dated as of September 13August 28, 2021, 2022 (the “Agreement”) to which this Release is an exhibit, which are conditioned on Executive signing this Release, and to which Executive is not otherwise entitled, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Executive, his heirs, executors, administrators, beneficiaries, representatives, assigns and successors, and all others connected with or claiming through Executive, fully and forever agree to release and discharge the Company and the Company’s parent and subsidiary corporations, and all of their respective past, present and future employee benefit plans, joint venturers, predecessors, successors, assigns, employees, officers, directors, shareholders, administrators, trustees, agents, representatives, and consultants, and all those connected with any of them, in their official and personal capacities (hereinafter the “Releasees”) from any and all manner of claims, liabilities and actions, causes of action, in law or in equity, demands, suits, rights, or damages of any kind or nature, whether known or unknown, fixed or contingent (hereinafter called “Claims”), that Executive now has or may hereafter have against the Releasees arising out of, connected with or relating to Executive’s employment by the Company and/or other relationship with the Company, or the termination of Executive’s employment and/or other relationship, by reason of any and all acts, omissions, events or facts occurring or existing prior to Executive’s execution of this Release. The Claims released hereunder, including without limitation, any claim of wrongful discharge, breach of contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, discrimination, personal injury, physical injury, emotional distress, claims under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act (“WARN”), as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; and any federal, state or local laws of similar effect.

Release by Executive. In exchange (a) For and in consideration of the Company retaining Executive for the benefits set forth Consulting Period described in the certain Employment Agreement entered into by and between Agreement, including without limitation the Company and Executive, dated as of September 13, 2021, payments described in Section 2(c)(i) thereof (the “AgreementConsideration”) to ), which is being provided in exchange for your execution of this Release is an exhibit, which are conditioned on Executive signing and would not be provided absent your execution of this Release, and to which Executive is not otherwise entitled, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Executive, for himself and his heirs, executors, administrators, beneficiariesassigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and all other members of the Patheon Group and each of their respective agents, representatives, assigns and successorsshareholders, and all others connected with or claiming through Executive, fully and forever agree to release and discharge the Company and the Company’s parent and subsidiary corporations, and all of their respective past, present and future employee benefit plans, joint venturers, predecessors, successors, assigns, employeesowners, officers, directors, shareholdersemployees, administrators, trustees, agents, representatives, and consultants, attorneys, auditors, accountants, investigators, affiliates, successors and all those connected with any of themassigns (collectively, in their official and personal capacities (hereinafter the “Patheon Releasees”) ), both individually and collectively, from any and all manner of waivable rights, claims, liabilities and demands, liabilities, actions, causes of action, in law or in equitydamages, demandslosses, suitscosts, rightsexpenses and compensation, or damages of any kind or naturewhatever nature whatsoever, whether known or unknown, fixed or contingent contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against any of the Patheon Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the date Executive signs this Release (hereinafter called “Claims”), that Executive now has or may hereafter have against the Releasees arising out of, connected with based upon, or relating to Executive’s his employment by the Company and/or other relationship with the Company, or the termination of Executive’s his employment with the Company and/or other relationship, by reason his service as an officer of any of the Patheon Releasees, and/or any agreement or compensation arrangement between Executive and all actsany of the Patheon Releasees, omissions, events or facts occurring or existing prior to Executive’s execution of this Release. the maximum extent permitted by law. (b) The Claims released hereunderby Executive include, including without limitationbut are not limited to, any claim Claims arising out of wrongful discharge, breach of contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, discrimination, personal injury, physical injury, emotional distress, claims under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; or based on: Title VII of the Civil Rights Act of 1964, as amendedthe Americans with Disabilities Act, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay the Family Medical Leave Act, as amendedSections 1981 through 1988 of Title 42 of the United States Code, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act of 1974 (“ERISA”) (except for any vested benefits under any tax qualified benefit plan), the Immigration Reform and Control Act, as amended, 29 U.S.C. § 1001 et seq.; 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); 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; 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 1 or any other provision of this Release shall release or waive any right that Executive has to (i) the Consideration, (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 with respect to which Executive may be eligible as provided by law, the Company’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 communications by Executive with the Equal Employment Opportunity Commission (“WARNEEOC”), as amended, 29 U.S.C. § 2101 et seq) or any other government or law enforcement agency.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; and any federal, state or local laws of similar effect.