Common use of Release in Full of All Claims Clause in Contracts

Release in Full of All Claims. In exchange for a payment in an amount equal to $ , Employee, for Employee and for Employee’s agents, attorneys, heirs, administrators, executors, assigns and other representatives, and anyone acting or claiming on his, her or their joint or several behalf, hereby releases, waives and forever discharges the Company, including its past or present employees, officers, directors, trustees, board members, stockholders, equityholders, agents, affiliates (including, but not limited to, TDK USA Corporation and its affiliates), parent entities, subsidiaries, heirs, administrators, successors, assigns and other representatives, insurers and anyone acting on its or their joint or several behalf (the “Releasees”), from any and all known and unknown claims, causes of action, demands, damages, costs, expenses, liabilities and other losses that Employee has or may have against the Company or the other Releasees that relate to the Retention Bonus (following payment thereof) or Employee’s employment with the Company or any of its affiliates and subsidiaries or the termination thereof. By way of example only, and without limiting the immediately preceding sentence, Employee agrees that Employee is releasing, waiving and discharging any and all claims against the Company and the other Releasees under (a) any federal, state or local employment law or statute, including, but not limited to, Title VII of the Civil Rights Act(s) of 1964 and 1991, the Americans with Disabilities Act (ADA), the Age Discrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act (OWBPA), the Family and Medical Leave Act (FMLA), the Worker Adjustment and Retraining Notification Act (WARN) or the Uniformed Services Employment and Reemployment Rights Act (USERRA) and applicable state employment law(s), including, but not limited to, the California Fair Employment and Housing Act or Government Code or Labor Code provisions or (b) any federal, state or municipal law, statute, ordinance or common law doctrine (including, but not limited to, breach of contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, wrongful discharge in violation of public policy, infliction of emotional distress, negligence, invasion of privacy, interference with contractual relationship, defamation and fraud); provided, however, that Employee specifically does not release any claims to challenge the validity of this Release under the ADEA or any claims that Employee cannot waive by operation of law. Notwithstanding the foregoing, this release shall not include claims with respect to (a) salary compensation earned, (b) benefits accrued under any of the Company’s or any affiliate’s written benefit plans, (c) expenses to be reimbursed by the Company or any affiliate to Employee, (d) any rights that Employee may have pursuant to that certain Agreement and Plan of Merger, dated as of December 21, 2016, among the Company, TDK Corporation and TDK Sensor Solutions Corporation, [or] (e) insurance or indemnification rights which Employee may have from the Company or any affiliate[, or (f) benefits under Employee’s [Executive] Change in Control and Severance Agreement with the Company, dated , 20 ]. Nothing contained herein shall be construed to prohibit Employee from filing a charge with the Equal Employment Opportunity Commission or participating in investigations by that entity. However, Employee acknowledges that the release Employee executes herein waives Employee’s right to seek or accept individual remedies or monetary damages in any such action or lawsuit arising from such charges or investigations, including, but not limited to, back pay, front pay or reinstatement. Employee further agrees that if any person, organization or other entity should bring a claim against the Releasees involving any matter covered by this Release, Employee will not accept any personal relief in any such action, including damages, attorneys’ fees, costs and all other legal or equitable relief. Employee further understands that nothing contained herein is intended to interfere with or discourage Employee’s good faith disclosure to any governmental entity related to a suspected violation of the law, and nothing contained herein waives or releases Employee’s right to receive money for disclosing such information to a government agency. Employee further understands that Employee will not be subject to retaliation by the Company for a disclosure made pursuant to this provision. Employee agrees that no fact, event, circumstance, evidence or transaction, which could now be asserted or which may hereafter be discovered, shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Employee acknowledges that Employee fully understands the following provisions of Section 1542 of the California Civil Code: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Employee expressly and voluntarily waives each and all claims, rights or benefits Employee has or may have under Section 1542 of the California Civil Code to the fullest extent that Employee may lawfully waive such claims, rights and benefits in connection with this Release.

Release in Full of All Claims. In exchange for a payment the payments outlined in an amount equal to $ subparagraphs 1(b) through 1(d), Employee, for Employee and for Employee’s agents, attorneys, heirs, administrators, executors, assigns and other representatives, and anyone acting or claiming on his, her or their joint or several behalf, hereby releases, waives and forever discharges the Company, including its past or present employees, officers, directors, trustees, board members, stockholders, equityholders, agents, affiliates (including, but not limited to, TDK USA Corporation and its affiliates), parent entities, subsidiaries, heirs, administrators, successors, assigns and other representatives, insurers and anyone acting on its or their joint or several behalf (the “Releasees”), from any and all known and unknown claims, causes of action, demands, damages, costs, expenses, liabilities and other losses that Employee has or may have against the Company or the other Releasees Releasees, including any that relate to the Retention Bonus (following payment thereof) or Employee’s employment with the Company or any of its affiliates and or subsidiaries or the termination thereof. By way of example only, and without limiting the immediately preceding sentence, Employee agrees that Employee is releasing, waiving and discharging any and all claims against the Company and the other Releasees under (ai) any federal, state or local employment law or statute, including, but not limited to, Title VII of the Civil Rights Act(s) of 1964 and 1991, the Americans with Disabilities Act (ADA), the Age Discrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act (OWBPA), the Family and Medical Leave Act (FMLA), the Worker Adjustment and Retraining Notification Act (WARN) or the Uniformed Services Employment and Reemployment Rights Act (USERRA) and applicable state employment law(s), including, but not limited to, the California Fair Employment and Housing Act or Government Code or Labor Code provisions or (bii) any federal, state or municipal law, statute, ordinance or common law doctrine (including, but not limited to, breach of contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, wrongful discharge in violation of public policy, infliction of emotional distress, negligence, invasion of privacy, interference with contractual relationship, defamation and fraud); provided, however, that Employee specifically does not release any claims to challenge the validity of this Release under the ADEA or any claims that Employee cannot waive by operation of law. Notwithstanding the foregoing, this release shall not include claims with respect to (a) salary compensation earned, (b) benefits accrued under any of the Company’s or any affiliate’s written benefit plans, (c) expenses to be reimbursed by the Company or any affiliate to Employee, (d) any rights that Employee may have pursuant to that certain Agreement and Plan of Merger, dated as of December 21, 2016, among the Company, TDK Corporation and TDK Sensor Solutions Corporation, [or] (e) insurance or indemnification rights which Employee may have from the Company or any affiliate[, or (f) benefits under Employee’s [Executive] Change in Control and Severance Agreement with the Company, dated , 20 ]. Nothing contained herein shall be construed to prohibit Employee from filing a charge with the Equal Employment Opportunity Commission or participating in investigations by that entity. However, Employee acknowledges that the release Employee executes herein waives Employee’s right to seek or accept individual remedies or monetary damages in any such action or lawsuit arising from such charges or investigations, including, but not limited to, back pay, front pay or reinstatement. Employee further agrees that if any person, organization or other entity should bring a claim against the Releasees involving any matter covered by this Release, Employee will not accept any personal relief in any such action, including damages, attorneys’ fees, costs and all other legal or equitable relief. Employee further understands that nothing contained herein is intended to interfere with or discourage Employee’s good faith disclosure to any governmental entity related to a suspected violation of the law, and nothing contained herein waives or releases Employee’s right to receive money for disclosing such information to a government agency. Employee further understands that Employee will not be subject to retaliation by the Company for a disclosure made pursuant to this provision. Employee agrees that no fact, event, circumstance, evidence or transaction, which could now be asserted or which may hereafter be discovered, shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Employee acknowledges that Employee fully understands the following provisions of Section 1542 of the California Civil Code: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Employee expressly and voluntarily waives each and all claims, rights or benefits Employee has or may have under Section 1542 of the California Civil Code to the fullest extent that Employee may lawfully waive such claims, rights and benefits in connection with this Release.

Release in Full of All Claims. In exchange for a payment in an amount equal to $ the consideration set forth herein, EmployeeExecutive, for Employee and for Employee’s himself, his agents, attorneys, heirs, administrators, executors, assigns assigns, and other representatives, and anyone acting or claiming on his, her his or their joint or several behalf, hereby releases, waives waives, and forever discharges the Company, including its past or present employees, officers, directors, managers, trustees, board members, stockholders, equityholders, agents, affiliates (including, but not limited to, TDK USA Corporation Cellectis S.A. and its affiliates, and their respective past or present employees, officers, directors, managers, trustees, board members, stockholders, and agents), parent entitiesentity(ies), subsidiaries, heirs, administrators, successors, assigns assigns, and other representatives, insurers and anyone acting on its or their joint or several behalf (the “Releasees”), from any and all known and unknown claims, causes of action, demands, damages, costs, expenses, liabilities and liabilities, or other losses that Employee has arising on or may have against the Company or the other Releasees that relate prior to the Retention Bonus (following payment thereof) date Executive signs this Separation Agreement, including, but not limited to, those that in any way arise from, grow out of, or Employeeare related to Executive’s employment with the Company or any of its affiliates and subsidiaries or the termination thereof. By way of example only, only and without limiting the immediately preceding sentence, Employee Executive agrees that Employee he is releasing, waiving waiving, and discharging any and all claims against the Company and the other Releasees under (a) any federal, state state, or local employment law or statute, including, but not limited to, Title VII of the Civil Rights Act(s) of 1964 and 1991, Section 1981 of the Civil Rights Act of 1870, the Fair Labor Standards Act, the Executive Retirement Income Security Act, the Americans with Disabilities Act (the “ADA”), the Age Discrimination in Employment Act (the “ADEA”), the Older Workers Benefit Protection Act (the “OWBPA”), the Family and Medical Leave Act (the “FMLA”), the Worker Adjustment and Retraining Notification Act (“WARN) or ”), the Uniformed Services Employment and Reemployment Rights Act (the “USERRA) and ”), applicable state employment civil rights law(s), including, but not limited to, the California Fair Employment Minnesota Human Rights Act, Minn. Stat. Chap. 363, and Housing Act or Government Code or Labor Code provisions any provision of Minn. Stat. Chapter 181 or (b) any federal, state or municipal law, statute, ordinance or common law doctrine regarding (including, but not limited to, i) the existence or breach of contractoral or written contracts of employment, breach (ii) negligent or intentional misrepresentations, (iii) promissory estoppel, (iv) interference with contract or employment, (v) defamation or damage to business or personal reputation, (vi) assault and battery, (vii) negligent or intentional infliction of the covenant of good faith and fair dealingemotional distress, breach of fiduciary duty, wrongful (viii) unlawful discharge in violation of public policy, infliction (ix) discrimination, (x) retaliation, (xi) wrongful discharge, (xii) harassment, (xiii) whistleblowing, (xiv) breach of emotional distressimplied covenant of good faith, negligenceor (xv) claims under any of the Releasees’ policies or practices. Notwithstanding the foregoing, invasion Executive does not: (A) give up his right to any benefits to which he is entitled under any retirement plan of privacythe Company that is intended to be qualified under Section 401(a) of the Code, interference with contractual relationship(B) give up his rights, defamation if any, under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), (C) give up his rights to any monetary award from a government-administered whistleblower award program, such as that offered by the Securities and fraud); providedExchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, however(D) give up his rights to enforce the terms of this Separation Agreement, that Employee specifically does not (E) release any claims to challenge the validity of this Release Separation Agreement under the ADEA ADEA, (F) give up any rights to indemnification under the Indemnification Agreement between the Company and Executive, dated as of July 19, 2017 (the “Indemnification Agreement”), any D&O liability insurance procured by the Company prior to the Separation Date, or applicable federal or state law, or (G) release any claims that Employee Executive cannot waive by operation of law. Notwithstanding the foregoing, this release shall not include claims with respect to (a) salary compensation earned, (b) benefits accrued under any of the Company’s or any affiliate’s written benefit plans, (c) expenses to be reimbursed by the Company or any affiliate to Employee, (d) any rights that Employee may have pursuant to that certain Agreement and Plan of Merger, dated as of December 21, 2016, among the Company, TDK Corporation and TDK Sensor Solutions Corporation, [or] (e) insurance or indemnification rights which Employee may have from the Company or any affiliate[, or (f) benefits under Employee’s [Executive] Change in Control and Severance Agreement with the Company, dated , 20 ]. Nothing contained herein shall be construed to prohibit Employee Executive from filing a charge with or participating in any investigation by the Equal Employment Opportunity Commission (the “EEOC”) or any other governmental or administrative agency or participating in investigations by that entityentity or any other governmental or administrative agency. However, Employee Executive acknowledges that the release Employee he executes herein waives Employee’s his right to seek or accept individual remedies or monetary damages in any such action or lawsuit arising from such charges or investigations, including, but not limited to, back pay, front pay pay, or reinstatement. Employee Executive further agrees that if any person, organization organization, or other entity should bring a claim against the Releasees involving any matter covered by this ReleaseSeparation Agreement, Employee Executive will not accept any personal relief in any such action, including damages, attorneys’ fees, costs costs, and all other legal or equitable relief. Employee further understands that nothing contained herein is intended to interfere with or discourage Employee’s good faith disclosure to any governmental entity related to a suspected violation of the law, and nothing contained herein waives or releases Employee’s right to receive money for disclosing such information to a government agency. Employee further understands that Employee will not be subject to retaliation by the Company for a disclosure made pursuant to this provision. Employee agrees that no fact, event, circumstance, evidence or transaction, which could now be asserted or which may hereafter be discovered, shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Employee acknowledges that Employee fully understands the following provisions of Section 1542 of the California Civil Code: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Employee expressly and voluntarily waives each and all claims, rights or benefits Employee has or may have under Section 1542 of the California Civil Code to the fullest extent that Employee may lawfully waive such claims, rights and benefits in connection with this Release.