Release of All Claims. In consideration for the promises and obligations set forth in this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.
Appears in 4 contracts
Samples: Severance Agreement (Red Robin Gourmet Burgers Inc), Severance Agreement (Red Robin Gourmet Burgers Inc), Severance Agreement (Red Robin Gourmet Burgers Inc)
Release of All Claims. In consideration of receiving from Heartland Bancshares, Inc. (“Company”), the payments and benefits provided for in the Change in Control Agreement, dated as of July 19, 2004 (“Change in Control Agreement”) between the Company and the undersigned (“Executive”), which payments and benefits the Executive was not otherwise entitled to receive (except for the promises and obligations set forth benefits provided in this AgreementSubsection 4(a)), the Executive hereby irrevocably, unconditionally, unconditionally releases and fully releases the Company, RRI, each member of discharges the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities causes of any kind action, demands, lawsuits or nature other charges whatsoever, known or unknown, suspected directly or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreement, including, without limitation, any and all claims indirectly related to or in any manner incidental to the Executive’s employment or termination of employment with the Company, except as otherwise provided herein. It is expressly understood by The claims or actions released herein include, but are not limited to, those based on allegations of wrongful discharge, breach of contract, promissory estoppel, defamation, infliction of emotional distress, and those alleging discrimination on the Executive that among the various rights and claims being waived in this release include those arising basis of race, color, sex, religion, national origin, age, disability, or any other basis, including, but not limited to, any claim or action under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Americans with Disabilities ActAct of 1990, the Equal Pay Act of 1963, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, or any other federal, state, or local law, rule, ordinance, or regulation as presently enacted or adopted and as each may hereafter be amended; PROVIDED, HOWEVER, THAT THE EXECUTIVE DOES NOT WAIVE RIGHTS OR CLAIMS THAT MAY ARISE AFTER THE DATE OF THIS RELEASE, OR RIGHTS OR CLAIMS THAT ARISE EITHER BEFORE OR AFTER THE DATE OF THIS RELEASE OUT OF CLAIMS FOR BENEFITS UNDER ANY EMPLOYEE PENSION, WELFARE, OR BENEFIT PLAN OR PROGRAM OF THE COMPANY OR AS A RESULT OF THE COMPANY’S BREACH OF THE CHANGE IN CONTROL AGREEMENT. With respect to any claim that Executive might have under the Age Discrimination in Employment Act (“ADEA”)of 1967, the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.amended:
Appears in 4 contracts
Samples: Change in Control Agreement (Heartland Bancshares Inc /In/), Change in Control Agreement (Heartland Bancshares Inc /In/), Change in Control Agreement (Heartland Bancshares Inc /In/)
Release of All Claims. In consideration for of the above, and the other promises and obligations set forth in this AgreementRelease, the Executive hereby irrevocablyEmployee, unconditionally, and fully releases the Company, RRI, each member on behalf of the Company Group, and any affiliated entities, and each himself and all of its/their current the Employee Representatives, fully and former shareholdersforever waives, officersreleases, agentsacquits and discharges Employer and the other members of the Employer Group from and for all manner of claims, directorsactions, supervisorssuits, employeescharges, and representativesdemands, and its/their successors and assignsgrievances and/or causes of action, and all persons acting by, though, under, in law or in concert with equity, existing by reason of and/or based upon any fact or set of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoeverfacts, known or unknown, suspected or unsuspected existing from the beginning of time through the date of Employee’s execution of this Release relating to and/or arising out of the Employment Agreement, Employee’s employment with Employer and/or the cessation of Employee’s employment with Employer (hereinafter referred to as collectively, the “claim” or “claimsReleased Claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as including, but not limited to, all claims, actions, suits, charges, demands, grievances and/or causes of action (x) for wages, compensation, liquidated damages, commissions, bonuses, benefits, sums of money, damages of every type, costs, attorney fees, judgments, and executions, (y) alleging wrongful discharge, breach of contract, breach of implied contract, breach of the date covenant of this Agreementgood faith and fair dealing, includingtortious interference with contract or business relationships, without limitationassault, battery, invasion of privacy, misappropriation of trade secrets, promissory estoppel, unjust enrichment, loss of consortium, violation of the penal statutes, negligent or intentional infliction of emotional distress, negligence, defamation, retaliation and/or discrimination and/or harassment on account of age, sex, sexual orientation, creed, religion, race, color, national origin, sensory disability, mental disability, physical disability, veteran or military status, marital status, or any and other classification recognized under all claims related to applicable discrimination laws, or in any manner incidental to the Executive’s employment (z) brought under common law or termination of employment with the Company. It is expressly understood by the Executive that among the various civil rights and claims being waived in this release include those arising under or other statutes, including Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) (as amended by the Older Workers Benefits Protection Act (“OWBPA”)), the Family and Medical Leave ActAct (“FMLA”), common law the Employee Retirement Income Security Act (“ERISA”), the Rehabilitation Act of 1973, the Americans with Disabilities Act (“ADA”), the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Workers Adjustment Retraining Notification Act (“WARN”), the Equal Pay Act (“EPA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), the National Labor Relations Act (“NLRA”), the New York State Human Rights Law, the New York City Human Rights Law, the New York Labor Law,1 and any and all other applicable federal, state, county or local statutes, ordinances, and laws, and every type of relief (legal, equitable and otherwise), available to Employee. Employee covenants and agrees that he will not pursue or regulationsallege any claim, matter or cause of action in violation of, and/or released under, this Release. Notwithstanding the foregoing or anything contained below, nothing in this Release shall be construed as releasing Employer from, and the law Released Claims shall not include: (a) any obligation to pay those amounts due to Employee under Section 5(a) or 5(b) of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Employment Agreement, subject to the Executive acknowledges that terms and conditions thereof; (b) Employee’s rights to enforce the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member terms of the Company Group, which all parties acknowledge survives Employment Agreement that survive the termination of the ExecutiveEmployment Period (as defined in the Employment Agreement) or Employment Agreement; (c) Employee’s employment pursuant rights described in Section 5(e) of the Employment Agreement; (d) Employee’s non-forfeitable rights to its termsaccrued benefits (within the meaning of Sections 203 and 204 of ERISA), (e) Employee’s right to indemnification or exculpation under the Employment Agreement, Employer’s policies or law with respect to Employee’s service as a director or officer of Employer (including without limitation any such rights under Employer’s Certificate of Incorporation, By-laws and Directors and Officers Liability Insurance coverage); (Cf) rights any claims that by law cannot be released as waived by private agreement without judicial or governmental supervision; or (g) Employee’s right to file a matter charge with or participate in any investigation or proceeding conducted by the U.S. Equal Employment Opportunity Commission (“EEOC”) or other government agency; provided that even though Employee can file a charge or participate in an investigation or proceeding conducted by the EEOC or other government agency, by executing this Release, Employee is waiving his ability to obtain relief of any kind from the Employer Group to the extent permitted by law. In addition[Embedded Table, Executive shall Chart, Shape or Object can not be required converted, please insert manually]
1 [ Applicable state laws to extend the release be added based on Executive’s work location and waiver residence at time of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateseparation.]
Appears in 3 contracts
Samples: Employment Agreement (Charge Enterprises, Inc.), Employment Agreement (Charge Enterprises, Inc.), Employment Agreement (Charge Enterprises, Inc.)
Release of All Claims. In consideration for the promises On behalf of my heirs, spouse and obligations set forth in this Agreementassigns, the Executive I hereby irrevocablycompletely release and forever discharge Splunk, unconditionallyits past and present parent companies, and fully releases the Companysubsidiaries, RRIaffiliates, each member of the Company Group, and any affiliated related entities, and each of their past and all of its/their current and former shareholderspresent agents, officers, agents, directors, supervisorsshareholders, employees, and representativesattorneys, and its/their insurers, successors and assigns, and all persons acting by, though, under, or in concert with any of them assigns (collectively referred to as the “Released PartiesCompany”), ) from any and all charges, complaints, claims, and liabilities of any kind or and every kind, nature whatsoeverand character, known or unknown, suspected foreseen or unsuspected (hereinafter referred unforeseen, based on any act or omission occurring prior to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Release Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment fullest extent allowed by law, including but not limited to any claims arising out of my offer of employment, my employment, my compensation, or termination of my employment with the CompanySplunk. It is expressly understood by the Executive that among the various rights and The matters released include, but are not limited to, any claims being waived in this release include those under federal, state or local laws, including claims arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967 (“ADEA”) as amended by the Older Workers’ Benefit Protection Act (“OWBPA”), the Family and Medical Leave Act, any common law tort, contract or statutory claims, and any claims for attorneys’ fees and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tortcosts. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive This Release Agreement does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law, including, but not necessarily limited to, any Protected Activity (as defined below), nor any indemnification rights available under any indemnification agreement I signed with the Company that is in effect immediately prior to my Termination Date, Company Bylaws, or under applicable law (collectively, the “Indemnification Rights”). In addition, Executive Nothing in this Release Agreement shall be required construed to extend prohibit me from filing a charge with a federal, state or local agency or participating in any investigation or proceeding conducted by a government agency. Notwithstanding the release and waiver of foregoing, to the maximum extent permitted by law, I agree to waive my right to recover monetary damages from the Company in any charge, complaint, or lawsuit filed by me or by anyone else on my behalf for any released claims. Further, claims set forth in Section 7 challenging the validity of this Release Agreement (and under the related representations, acknowledgements, and covenants ADEA as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of amended by the Separation Date (the “Bring-Down Release”), to include all claims OWBPA are not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Datereleased.
Appears in 2 contracts
Samples: Employment Agreement (Splunk Inc), Transition Plan and Release Agreement (Splunk Inc)
Release of All Claims. In consideration for The term “Releasee” or “Releasees” shall be construed as broadly as possible and includes: the promises Company and obligations set forth in this Agreementeach of the Company’s divisions, the Executive hereby irrevocablysubsidiaries, unconditionallyowner companies, successors and affiliates, and fully releases the Companytheir former or current agents, RRIjoint venture members, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agentsstockholders, directors, supervisorsofficers, employees, and representatives, and its/their successors and assigns, and all other persons acting by, thoughthrough, under, under or in concert with any of them (“Released Parties”)them. In exchange for the Company’s consideration, Employee fully releases and discharges the Releasees from any and all charges, complaints, claims, actions and liabilities causes of action of any kind or nature whatsoeverkind, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive which Employee may presently have or claim to have regarding against any matter as of the date of this Agreement, Releasee including, without limitationbut not limited to, any and all contract claims; all wrongful discharge or employment claims; all tort claims; all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under the United States or any state constitution; all claims arising under any civil rights or employment laws or regulations (whether federal, state or local); any federal or state whistleblower laws or statutes; any claims based on Company policies or agreements, including severance policies or agreements to provide notice; and any claims to attorneys’ fees or costs. Without limiting the foregoing, the waiver and release of claims includes, but is not limited to, all claims under the Equal Pay Act, Age Discrimination in Employment Act (ADEA), Older Workers Benefit Protection Act (OWBPA), Rehabilitation Act, Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law Fair Labor Standards Act, Fair Credit Reporting Act, Worker Adjustment Retraining and any Notification Act, Xxxxxxxx-Xxxxx Act, Immigration Reform and all other applicable federalControl Act, state, county or local statutes, ordinances, or regulationsOccupational Safety and Health Act, and the law of contract and tortNational Labor Relations Act. The released claims also include claims of discrimination or harassment on Notwithstanding the basis of workers’ compensation statusforegoing, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive Employee does not waive or release workers’ compensation claims or claims for unemployment benefits. Employee agrees that while nothing in this Agreement shall limit Employee’s right to file a future charge with respect any federal, state, or local governmental agency relating to (A) Employee’s employment with Company and/or participate in a future action relating to such employment, whether brought by an agency or by another on Employee’s behalf, Employee expressly waives by this Agreement the right to recover monetary damages and any rights that the Executive may have other relief from Company personal to any payments Employee if such charge or benefits pursuant to Section 3 of lawsuit is pursued. By entering into this Agreement, (B) Employee is not waiving any rights or claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives that may arise after the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Datedate.
Appears in 2 contracts
Samples: Confidential Separation Agreement (DCP Midstream, LP), Confidential Separation Agreement (DCP Midstream, LP)
Release of All Claims. In consideration exchange for the promises monies and obligations set forth in benefits given to you under this Agreement, you give up the Executive hereby irrevocably, unconditionally, and fully releases right to bring any claims whatsoever against the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, its officers, agents, directors, supervisors, employees, and representatives, agents and its/attorneys, Affiliates and their respective successors and assigns, heirs, executors, and all persons acting by, though, under, or in concert with any of them administrators (the “Company Released Parties”)) that relate to your job, termination from any your job, or the severance and all chargesother benefits paid to you under this Agreement. You understand and agree that the Company requested that you review this Severance Pay Agreement and Release of All Claims with an attorney. The claims that you are giving up include, complaintsbut are not limited to, claimsclaims under the Age Discrimination in Employment Act, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected as amended (hereinafter referred to as “claim” or “claimsADEA”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, as amended (“Title VII”), the Civil Rights Act of 1966, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEAADA”), the Equal Pay Act, as amended, the Family and Medical Leave Act, common law the National Labor Relations Act, as amended, the Fair Labor Standards Act, as amended, the Worker Adjustment and Retraining Notification (“WARN”) Act, the Employee Retirement Income Security Act (“ERISA”), as amended, any and all State Workers Compensation claims of which the Company was not notified and that were not filed prior to your Termination Date, and all other applicable federal, state, county state or local statuteslaws regarding rights or claims relating to employment and common law, ordinancesincluding but not limited to, any claim for breach of an oral, implied or regulations, and the law written employment contract; negligent or intentional misrepresentations; wrongful discharge; defamation; negligent or intentional infliction of contract and tort. The released claims also include claims emotional distress; and/or violation of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claimspublic policy. By signing this Agreement, the Executive acknowledges that the Executive intends you have agreed to waive and your right to file any claim with any Commission, Board or Department relating to your job or your separation from the Company. This release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have apply to any payments or benefits pursuant claims concerning a breach of this Agreement or, except to Section 3 the extent specifically modified by the terms of this Agreement, (B) any claims or rights for vested benefits under the indemnification policy of any member employee benefit plans of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateor any affiliated Entity.
Appears in 2 contracts
Samples: Severance Pay Agreement, Severance Pay Agreement (Juniper Bond Holdings IV LLC)
Release of All Claims. In consideration exchange for the promises and obligations set forth consideration contained in Paragraph 2 of this Agreement, Employee agrees for himself, him heirs, executors, administrators, successors and assigns to release and discharge forever Employer and its successors, predecessors, direct and indirect parents (including, for the Executive hereby irrevocablyavoidance of doubt, unconditionallyHome Point Capital), and fully releases the Companysubsidiaries, RRIaffiliates, each member of the Company Group, and any affiliated related entities, past and each current officers, directors, members, board members, employees, direct and all of its/their current and former shareholdersindirect equity holders, officerspartners, agents, directors, supervisors, employeesattorneys, and representatives, assigns in their official and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), individual capacities from any and all charges, complaints, claims, debts, promises, agreements, demands, causes of action, losses, and liabilities expenses of any kind or every nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred unsuspected, filed or unfiled, arising prior to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date Effective Date of this Agreement, or arising out of or in connection with his voluntary departure from employment with Employer and any of its predecessors, successors, direct or indirect parents or subsidiaries, affiliates, or related entities. This total release applies to all claims, demands, actions and causes of action of any kind or nature whatsoever, in law, in equity, or in administrative proceedings, based on anything that has previously occurred including, without by way of illustration and not of any limitation, ; any and all claims related to claim of discrimination or in harassment of any manner incidental to the Executive’s employment kind; retaliation of any kind; breach of an express or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under implied contract; public policy discharge; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Americans With Disabilities Act; the Employee Retirement Income Security Act of 1974; the Family and Medical Leave Act of 1993; the Equal Pay Act; the Age Discrimination in Employment Act; the Worker Adjustment and Retraining Notification Act; the Michigan Xxxxxxx-Xxxxxx Civil Rights Act; the Michigan Persons With Disabilities Act; the Michigan Whistleblowers' Protection Act; the Michigan Wage and Hour laws; the Michigan Wage and Fringe Benefit Act; the Xxxxxxx-Xxxxxxxx Employee Right to Know Act, the Americans with Disabilities Michigan Workforce Opportunity Wage Act, the Michigan Occupational Safety and Health Act (MIOSHA), the Michigan Social Security Number Privacy Act, the Michigan Internet Privacy Protection Act; violation of any state, federal or local laws, ordinances, statutes, regulations or constitutional provisions; violation of any civil rights, employment and/or labor laws or statutes in the state in which you are employed; fraud, deceit or misrepresentation; breach of any fiduciary duty; intentional infliction of emotional distress; libel, slander and defamation; breach of any implied covenant of good faith or fair dealing; constructive, forced or coerced discharge; promissory estoppel; intentional interference with an advantageous contractual or business relationship or expectancy; invasion of privacy; wrongful or retaliatory discharge; and all other claims of tortious conduct, statutory or constitutional violations or breach of contract. This release and waiver applies to all past, existing and accrued claims, known or unknown, asserted or unasserted, against Employer and its successors, predecessors, direct and indirect parents (including, for the avoidance of doubt, Home Point Capital), subsidiaries, affiliates, related entities, past and current officers, directors, members, board members, employees, direct and indirect equity holders, partners, agents, attorneys, and assigns in their official and individual capacities arising out of any relationship with Employee including, but not limited to, the employment relationship and in all matters of employment and terms and conditions of employment, including, by way of illustration and not of limitation, all claims relative to recruitment, hiring, medical leaves, training, education, promotions, travel, vacations, testing, evaluations, pensions, reassignments, relocations, re-hirings, resignations, job assignments, conferences, time off, scheduling, discharge, discipline, references, back pay or future wage loss, bonuses, benefits, compensation, lay off, equity compensation including the granting or vesting of stock options, and all other terms and conditions of employment. Without limiting the scope of Employee’s release of claims, Employee acknowledges that any right or claim which he may have arising under the Age Discrimination in Employment Act (“ADEA”), ) or under the Family and Medical Leave Michigan Xxxxxxx-Xxxxxx Civil Rights Act, common law whether known or unknown, arising out of Employee’s hire, employment with, or separation from Employer and any and all other applicable federalof its predecessors, statesuccessors, county direct or local statutesindirect parents or subsidiaries, ordinancesaffiliates, or regulations, related entities up to and including the law of contract Effective Date is hereby released and tortforever waived. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive Employee further specifically acknowledges that he waives and releases any claim of constructive discharge or similar claim which challenges the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these voluntary nature of him resignation from employment with Employer and any other laws; provided that the Executive does not waive of its predecessors, successors, direct or release claims with respect to (A) any rights that the Executive may have to any payments indirect parents or benefits pursuant to Section 3 of this Agreementsubsidiaries, (B) any claims affiliates, or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of lawrelated entities. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth Nothing in this Agreement, including Sections 6but not limited to the release of claims, 9confidential information, 10 confidentiality, and 11 hereofnon-disparagement provisions, (i) effective as limits or affects Employee’s right to challenge the validity of this Agreement under the Separation Date ADEA or the Older Worker Benefit Protection Act, (the “Bring-Down ReleaseOWBPA”), (ii) prevents Employee from communicating with, filing a charge or complaint with or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), National Labor Relations Board (“NLRB”), the Securities and Exchange Commission (“SEC”), or any other any federal, state or local agency charged with the enforcement of any laws, including providing documents or any other information, or (iii) limits Employee from exercising rights under Section 7 of the National Labor Relations Act to include all claims not otherwise excluded engage in protected, concerted activity with other employees. Although, by signing this Agreement, Employee is waiving rights to individual relief (including back pay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s behalf by any third party, except for any right Employee may have to receive a payment or award from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, a government agency (and not later than forty-five (45Employer) days following, for information provided to the Separation Dategovernment agency or otherwise where prohibited.
Appears in 2 contracts
Samples: Separation Agreement (Home Point Capital Inc.), Waiver and Separation Agreement and General Release of All Claims (Home Point Capital Inc.)
Release of All Claims. In consideration for of the above, and the other promises and obligations set forth in this AgreementRelease, the Executive hereby irrevocablyEmployee fully and forever waives, unconditionallyreleases, acquits and fully releases the Companydischarges Employer from and for all manner of claims, RRIactions, each member suits, charges, grievances and/or causes of the Company Groupaction, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, in law or in concert with equity, existing by reason of and/or based upon any fact or set of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoeverfacts, known or unknown, suspected or unsuspected existing from the beginning of time through the effective date of this Release relating to and/or arising out of the Employment Agreement, Employee’s employment with Employer and/or the cessation of Employee’s employment with Employer (hereinafter referred to as collectively, the “claim” or “claimsReleased Claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as including, but not limited to, all claims, actions, suits, charges, grievances and/or causes of action for wages, compensation, liquidated damages, commissions, bonuses, benefits, sums of money, damages of every type, costs, attorney fees, judgments, executions, wrongful discharge, breach of contract, breach of implied contract, breach of the date covenant of this Agreementgood faith and fair dealing, includingtortious interference with contract or business relationships, without limitationassault, battery, invasion of privacy, misappropriation of trade secrets, promissory estoppel, unjust enrichment, loss of consortium, violation of the penal statutes, negligent or intentional infliction of emotional distress, negligence, defamation, retaliation and/or discrimination and/or harassment on account of age, sex, sexual orientation, creed, religion, race, color, national origin, sensory disability, mental disability, physical disability, veteran or military status, marital status, or any and other classification recognized under all claims related to applicable discrimination laws, or in any manner incidental to other claim or cause of action, which has or could have been alleged under the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various common law, civil rights and claims being waived in this release include those arising under statutes, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave ActAct (“FMLA”), common law the Employee Retirement Income Security Act (“ERISA”), the Rehabilitation Act of 1973, the Older Workers Benefits Protection Act (“OWBPA”), the Americans with Disabilities Act (“ADA”), The Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Workers Adjustment Retraining Notification Act (“WARN”), the Equal Pay Act (“EPA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), the National Labor Relations Act (“NLRA”), any and all other applicable federal, state, county or local statutes, ordinances, or regulationsand laws, and every type of relief, (legal, equitable and otherwise) available to Employee. Employee covenants and agrees that he will not pursue or allege any claim, matter or cause of action in violation of, and/or released under, this Release. Nothing in this Release shall be construed as releasing Employer from its obligation to pay those amounts due to Employee under Section 5(a) of the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Employment Agreement, subject to the Executive acknowledges that the Executive intends to waive terms and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Groupconditions thereof, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that canobligation is not be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation DateReleased Claim.
Appears in 2 contracts
Samples: Employment Agreement (Tyme Technologies, Inc.), Employment Agreement (Tyme Technologies, Inc.)
Release of All Claims. In consideration for receiving the promises and obligations set forth in this Agreement, the Executive hereby irrevocably, unconditionallyseverance benefits described above, and fully releases as required by the CompanyOffer Letter, RRIto the fullest extent permitted by law, each member you waive, release and promise never to assert any claims or causes of action, whether or not now known, against the Company Groupor Trinet HR Corporation or their respective predecessors, and any affiliated entitiessuccessors or past or present subsidiaries, and each and all of its/their current and former shareholdersstockholders, directors, officers, employees, consultants, attorneys, agents, directorsassigns and employee benefit plans with respect to any matter, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them including (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding without limitation) any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of your employment with the Company. It is expressly understood by Company or Trinet HR Corporation or the Executive termination of that among employment, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the various rights covenant of good faith and fair dealing and any claims being waived in this release include those arising of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities California Fair Employment and Housing Act, the Age Discrimination in Employment Act (“ADEA”)of 1967, the Family and Medical Leave Act, common law and any Americans with Disabilities Act and all other applicable federallaws and regulations relating to employment. However, statethis release covers only those claims that arose prior to the execution of this Agreement. Execution of this Agreement does not bar any claim that arises hereafter, county or local statutes, ordinances, or regulations, and the law including (without limitation) a claim for breach of contract and tortthis Agreement. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do This release does not include workers’ compensation claims. By signing a release of the payments and obligations created by this Agreement, the Executive acknowledges that the Executive intends to waive and a release all rights known or unknown that Executive may have against the Released Parties under these and of any other laws; provided that the Executive does not waive or vested employment benefits, a release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released by private agreement or a release of your right to indemnification pursuant to Labor Code section 2802 and any other applicable state or federal law, and/or the Company’s Certificate of Incorporation, Bylaws, customary Indemnification Agreement and insurance policies, as a matter set forth in paragraph 9 of lawthe Offer Letter, or that of any successor or assign. In addition, Executive shall be required to extend consideration for the release and waiver of claims set forth in Section 7 above, to the fullest extent permitted by law, the Company waives, releases and promises never to assert any claims or causes of action, whether or not now known, against you with respect to any matter, including (without limitation) any matter related to your employment with the Company or the termination of that employment, including (without limitation) claims to attorneys’ fees or costs, claims of fraud, breach of contract or breach of the covenant of good faith and fair dealing; provided, however, that this release covers only those claims that arose prior to the execution of this Agreement (and the it does not include, for example, any claims or causes of action related representations, acknowledgements, and covenants as set forth in to any breach by you of this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.
Appears in 2 contracts
Samples: Resignation Agreement (Tobira Therapeutics, Inc.), Resignation Agreement (Tobira Therapeutics, Inc.)
Release of All Claims. In consideration of and in return for the promises and obligations set forth covenants undertaken in this Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, you do hereby acknowledge full and complete satisfaction of and do hereby release, absolve and discharge the Executive hereby irrevocably, unconditionally, Company and fully releases each of the Company’s parents, RRIsubsidiaries, each member of the Company Grouprelated companies and business concerns, past and any affiliated entitiespresent, and each and all of its/them, as well as each of their current and former shareholderspartners, trustees, directors, officers, agents, directorsattorneys, supervisors, servants and employees, past and representativespresent, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any each of them (collectively referred to as “Released PartiesReleasees”), from any and all charges, complaints, claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, grievances, wages, vacation payments, severance payments, workers’ compensation claims, obligations, commissions, overtime payments, debts, profit sharing claims, expenses, damages, judgments, orders and liabilities of any whatever kind or nature in state or federal law, equity or otherwise, whether known or unknown to you (collectively, the “Claims”), which you now own or hold or have at any time owned or held as against Releasees, or any of them, including specifically, but not exclusively and without limiting the generality of the foregoing, any and all Claims known or unknown, suspected or unsuspected: (1) arising out of your employment with the Company or your termination of that employment; or (2) arising out of or in any way connected with any claim, loss, damage or injury whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” unsuspected, resulting from any act or “claims”)omission by or on the part of Releasees, that or any of them, committed or omitted on or before the Executive at any time had or claimed to have or that date this Agreement is executed by you. Also, without limiting the Executive may have or claim to have regarding any matter as generality of the date of this Agreementforegoing, includingyou specifically release Releasees from any claim for attorneys’ fees. YOU ALSO SPECIFICALLY AGREE AND ACKNOWLEDGE THAT YOU ARE WAIVING ANY RIGHT TO RECOVERY BASED ON STATE OR FEDERAL AGE, without limitationSEX, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION, TITLE VII of the Civil Rights Act of OF THE CIVIL RIGHTS ACT OF 1964, the Americans with Disabilities ActTHE AGE DISCRIMINATION IN EMPLOYMENT ACT, the Age Discrimination in Employment Act (“ADEA”)THE EQUAL PAY ACT, the Family and Medical Leave ActTHE AMERICANS WITH DISABILITIES ACT AND THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, common law and any and all other applicable federalCALIFORNIA LABOR CODE SECTION 970, stateTHE FAMILY AND MEDICAL LEAVE ACT, county or local statutesTHE EMPLOYEE RETIREMENT INCOME SECURITY ACT, ordinancesTHE WORKER ADJUSTMENT AND RETRAINING ACT, or regulationsTHE FAIR LABOR STANDARDS ACT, and the law of contract and tortAND ANY OTHER SECTION OF THE CALIFORNIA LABOR CODE, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR BY A GOVERNMENTAL AGENCY. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive This Agreement does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.
Appears in 2 contracts
Samples: Separation and General Release Agreement (Overland Storage Inc), Separation and General Release Agreement (Overland Storage Inc)
Release of All Claims. In consideration for of the above, and the other promises and obligations set forth in this AgreementRelease, the Executive hereby irrevocablyEmployee fully and forever waives, unconditionallyreleases, acquits and fully releases the Companydischarges Employer from and for all manner of claims, RRIactions, each member suits, charges, grievances and/or causes of the Company Groupaction, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, in law or in concert with equity, existing by reason of and/or based upon any fact or set of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoeverfacts, known or unknown, suspected or unsuspected existing from the beginning of time through the effective date of this Release relating to and/or arising out of the Employment Agreement, Employee’s employment with Employer and/or the cessation of Employee’s employment with Employer (hereinafter referred to as collectively, the “claim” or “claimsReleased Claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as including, but not limited to, all claims, actions, suits, charges, grievances and/or causes of action for wages, compensation, liquidated damages, commissions, bonuses, benefits, sums of money, damages of every type, costs, attorney fees, judgments, executions, wrongful discharge, breach of contract, breach of implied contract, breach of the date covenant of this Agreementgood faith and fair dealing, includingtortious interference with contract or business relationships, without limitationassault, battery, invasion of privacy, misappropriation of trade secrets, promissory estoppel, unjust enrichment, loss of consortium, violation of the penal statutes, negligent or intentional infliction of emotional distress, negligence, defamation, retaliation and/or discrimination and/or harassment on account of age, sex, sexual orientation, creed, religion, race, color, national origin, sensory disability, mental disability, physical disability, veteran or military status, marital status, or any and other classification recognized under all claims related to applicable discrimination laws, or in any manner incidental to other claim or cause of action, which has or could have been alleged under the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various common law, civil rights and claims being waived in this release include those arising under statutes, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave ActAct (“FMLA”), common law the Employee Retirement Income Security Act (“ERISA”), the Rehabilitation Act of 1973, the Older Workers Benefits Protection Act (“OWBPA”), the Americans with Disabilities Act (“ADA”), The Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Workers Adjustment Retraining Notification Act (“WARN”), the Equal Pay Act (“EPA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), the National Labor Relations Act (“NLRA”), the New York State Human Rights Law, the New York City Human Rights Law, the New York Labor Law, and any and all other applicable federal, state, county or local statutes, ordinances, and laws, and every type of relief (legal, equitable and otherwise), available to Employee. Employee covenants and agrees that he will not pursue or regulationsallege any claim, matter or cause of action in violation of, and/or released under, this Release. Nothing in this Release shall be construed as releasing Employer from, and the law Released Claims shall not include: (a) any obligation to pay those amounts due to Employee under Section 5(a) of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Employment Agreement, subject to the Executive acknowledges that terms and conditions thereof; (b) Employee’s rights to enforce the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member terms of the Company Group, which all parties acknowledge survives Employment Agreement that survive the termination of the ExecutiveEmployment Period (as defined in the Employment Agreement); (c) Employee’s employment pursuant rights described in Section 5(d) of the Employment Agreement; (d) Employee’s non-forfeitable rights to its termsaccrued benefits (within the meaning of Sections 203 and 204 of ERISA), (e) Employee’s right to indemnification or exculpation under the Employment Agreement, Employer’s policies or law with respect to Employee’s service as a director or officer of Employer; (f) any claims for wages that are due and owing to Employee; (Cg) rights any claims that by law cannot be released as waived by private agreement without judicial or governmental supervision; or (h) Employee’s right to file a matter charge with or participate in any investigation or proceeding conducted by the U.S. Equal Employment Opportunity Commission (“EEOC”) or similar government agency; provided that even though Employee can file a charge or participate in an investigation or proceeding conducted by the EEOC or similar government agency, by executing this Release, Employee is waiving his ability to obtain relief of any kind from Employer to the extent permitted by law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.
Appears in 2 contracts
Samples: Employment Agreement (Tyme Technologies, Inc.), Employment Agreement (Tyme Technologies, Inc.)
Release of All Claims. In consideration Employee does hereby for the promises himself and obligations set forth in this Agreementfor each of his past, the Executive hereby irrevocablypresent and future heirs, unconditionallyadministrators, executors, representatives, agents, attorneys, assigns and fully releases all others claiming by or through him or them, forever release and discharge the Company, RRIand its past, each member of the Company Grouppresent and future shareholders, and any affiliated entitiesrepresentatives, and each and all of its/their current and former shareholdersagents, servants, parents, subsidiaries, affiliates, divisions, officers, agents, directors, supervisors, employees, and representativesinsurers, and its/their successors and assignssuccessors, predecessors, administrators, attorneys, assigns and all persons acting by, though, under, others claiming by or in concert with any of through them (hereinafter “the Released Parties”), ) from any and all charges, complaints, claims, demands, judgments, actions, causes of action, damages, debts, agreements, remedies, promises, suits, losses, obligations, expenses, costs, attorneys’ fees, liabilities and liabilities claims for relief of any every kind and nature, whether matured or nature whatsoeverunmatured, known or unknown, suspected direct or unsuspected (hereinafter referred to as “claim” indirect, foreseen or “claims”)unforeseen, vested or contingent, in law, equity or otherwise, under any federal or state statute or common law, which Employee has ever had, now has, or may have in the future, against any of the Released Parties for or on account of any matter, cause or thing whatsoever that the Executive at any time had was or claimed to could have been asserted or that the Executive may have or claim occurred prior to have regarding any matter as of the date of Employee signing this Agreement, including, . This release shall include without limitation, any and limitation all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act of 1993, the Ohio Civil Rights Act, common law any claim for unpaid wages, and any other federal and all other applicable federal, state, county state civil rights laws or local statutes, ordinances, or regulations, and the law of contract and tortlaws relating to employment. The released claims also include claims of discrimination parties exclude from Employee’s release all obligations expressly created or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing preserved by this Agreement, the Executive acknowledges that the Executive intends to waive and release all any statutory or common law rights known or unknown that Executive Employee may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to indemnification as an employee and officer of the Company (A) and any rights that the Executive may have deductible with respect to any payments applicable directors and officers liability insurance maintained by the Company), all rights Employee would have absent this Agreement in restricted shares or benefits pursuant stock options he currently owns, including all rights to Section 3 exercise such options subsequent to the Effective Date of this Agreement, and all funds and rights Employee has in any pension, 401 (B) any claims K), non-qualified plan or similar plan (collectively referred to as “unreleased rights”). Any unreleased rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive Employee shall be required subject to extend the release and waiver of claims procedures, requirements, limitations, conditions and/or prerequisites set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateany plan governing said rights.
Appears in 2 contracts
Samples: Separation Agreement (Abercrombie & Fitch Co /De/), Employment Separation Agreement (Abercrombie & Fitch Co /De/)
Release of All Claims. In consideration for (a) As a material inducement to the promises Bank to enter into this Release, Executive irrevocably and obligations set forth in this Agreementunconditionally agrees to and does hereby release, acquit, and forever discharge the Bank, the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, Bank’s affiliates and each and all of its/its or their current and former owners, shareholders, directors, officers, agents, directors, supervisors, employees, and former employees, representatives, and its/their successors and assignsattorneys, agents, and all persons acting by, thoughthrough, under, under or in concert with any of them (herein jointly and individually called the “Released Parties”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, and liabilities expenses (including attorneys fees and legal expenses), of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected unknown (hereinafter collectively referred to as “claimClaim” or “claimsClaims”), which Executive now has or may hereafter have against any Released Party by reason of any matter, act, omission, cause, or event that has occurred up to the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreementpresent date, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination with the Bank, the cessation of his employment with the Company. It Bank, the Employment Agreement, and/or the termination of the Employment Agreement, provided that the foregoing release shall not release any benefits under COBRA for post termination benefits (subject to Executive’s proper election and payment for any such benefit, as applicable) or any payments or benefits expressly payable under this Release.
(b) The general waiver and release set forth in Section 5(a) includes, but is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising not limited to, all Claims under Title VII of the Civil Rights Act of 1964, as amended; the Americans with Civil Rights Act of 1991, as amended; the Equal Pay Act of 1963, as amended; the American’s With Disabilities Act of 1990, as amended; the Executive Retirement Income Security Act of 1974, as amended; the Family and Medical Leave Act of 1993, as amended; the Worker Adjustment Retraining and Notification Act, as amended; the Fair Labor Standards Act, as amended; any applicable Executive Order Programs; any other applicable employment laws; or any other federal, state, or local law, rule, public policy, or regulation; and/or the common law, including but not limited to any claims relating to any and all agreements, contracts, arrangements and understandings (whether employment-related or otherwise). Without limiting the general waiver and release set forth in Section 5(a), Executive also agrees to release the Bank and the Released Parties from any and all Claims under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., (including any alleged harassment, retaliation, or discrimination on the basis of age or other violation thereof), or comparable state or local law. Without limiting the general waiver and release set forth in Section 5(a), Executive also agrees to release the Bank and the Released Parties from any and all Claims Executive may have for wrongful discharge, breach of contract, infliction of emotional distress or defamation; relating to or arising out of any agreement or understanding between Executive and the Bank; and/or arising under any policies, practices or procedures of the Bank.
(c) It is the intent of Executive to release all claims of every nature and kind, whether known or unknown, accrued or unclaimed, which Executive may have against the Bank or any other released person or entity as of the date of the execution of this Release, and under the Age Discrimination in Employment Act (“ADEA”subject to the applicable consideration period and revocation right), the Family as set forth therein. Executive agrees that his release shall apply to all claims and Medical Leave Actcauses of action against any Released Party, common law and any and all other applicable federalwhether actual or potential, stateknown or unknown, county suspected or local statutes, ordinancesunsuspected, or regulationsforeseen or unforeseen.
(d) Executive expressly acknowledges, agrees and stipulates with the law of contract Bank that this Release may be pled by the Bank or any other released person or entity as a complete defense and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive will fully and release all rights finally bar any such known or unknown claim or claims of Executive based on any matter, act, omission, cause, or event occurring up to the date of this Release.
(e) Executive represents and warrants that Executive may have if a class action lawsuit is filed against the Released Parties under these and any other laws; provided that Bank in the Executive does not waive or release claims with respect to (A) any rights that the Executive may have future relating to any payments or benefits pursuant to Section 3 form of this Agreement, (B) any claims or rights under the indemnification policy of any employment discrimination and Executive is arguably a member of the Company Groupclass of plaintiffs, which all parties acknowledge survives the termination Executive hereby “opts out” of the Executive’s employment pursuant to its termsany class, and (C) rights agrees that the class representative(s), if any, cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of pursue claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateon his behalf.
Appears in 2 contracts
Samples: Employment Agreement (Xenith Bankshares, Inc.), Employment Agreement (Xenith Bankshares, Inc.)
Release of All Claims. In consideration for the promises and obligations set forth in As a material inducement to COMPANY to enter into this Agreement, EMPLOYEE, on behalf of herself, her heirs, successors, representatives, assigns, attorneys, agents, executors and administrators (the Executive “Releasors”), hereby irrevocablyirrevocably and unconditionally releases, unconditionallyacquits, and fully releases the Companyforever discharges COMPANY, RRIits present, each member of the Company Grouppast and future owners, and any affiliated affiliates, related business entities, and each and all of its/their current and former shareholdersparent companies, subsidiaries, predecessors, successors, assigns, divisions, directors, officers, agentstrustees, directors, supervisorsmembers, employees, and stockholders, representatives, insurers, reinsurers, attorneys, in their individual and its/their successors and assigns, representative capacities and all persons acting by, thoughthrough, under, or in concert with any of them these, his/its heirs, successors, representatives, assigns, attorneys, agents, executors and administrators (the “Released Parties”), from any and all charges, complaints, claims, liabilities, obligations, suits, demands, costs, losses, debts and liabilities expenses, including, but not limited to, all claims for penalties, general damages, punitive damages, compensatory damages, special damages, equitable relief, attorneys’ fees and costs actually incurred, of any kind or nature whatsoever, whatsoever known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”)unsuspected, that the Executive at any time had EMPLOYEE had, now has, may or claimed could have, arising out of or relating to have or that the Executive may have or claim to have regarding any matter as up to the date of the date execution of this Agreement, whether under any theory, including, without limitationbut not limited to, any and all claims related to or in any manner incidental to the Executive’s employment or termination of connection with EMPLOYEE employment with COMPANY (or with any Released Party) and the Companycessation thereof, excluding any claims to enforce her rights under this Agreement. It Without limiting the generality of the foregoing, this Agreement is expressly understood by intended to and shall release the Executive that among Released Parties from any and all claims, whether known or unknown, which Releasors ever had, now have, or may have against the various rights and claims being waived Released Parties, without limitation: any claim, whether brought on an individual basis or as part of a class action, under the Age Discrimination in this release include those arising under Employment Act of 1967, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Worker Benefits Protection Act of 1990 (“OWBPA”); Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Civil Rights Act of 1991, Pub. L. No. 102-166, 105 Stat. 1071 (1991); 42 U.S.C. § 1981; the Fair Labor Standards Act, 29 U.S.C. § 201 et seq.; the National Labor Relations Act, 29 U.S.C. § 151 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Rehabilitation Act of 1973, 29 U.S.C. § 791 et seq.; The Americans with Disabilities ActAct of 1990, the Age Discrimination in Employment Act (“ADEA”), 42 U.S.C. § 12101 et seq.; the Family and Medical Leave ActAct of 1993, common law 29 U.S.C. § 2601 et seq.; the New York State Human Rights Law, N.Y. Executive Law § 290 et seq.; the New York City Human Rights Law, New York City Charter and Administrative Code; Title VIII, § 8-107 et seq.; the New York Civil Rights Law, N.Y. Civil Rights Law § 79-e et seq.; New York Labor Law, § 1 et seq.; the New York Workers’ Compensation Law, N.Y. Workers’ Compensation Law § 1 et seq.; the New York Unemployment Insurance Law, N.Y. Labor § 510 et seq.; and any and all other federal, state and local equal employment, fair employment and civil or human rights laws (whether statutory, regulatory or decisional); under the statutory, regulatory or common law of any jurisdiction, including, but not limited to, any and all tort claims (e.g., assault; battery; false imprisonment; defamation; intentional infliction of emotional distress; negligent infliction of emotional distress; wrongful termination; negligent hiring, supervision and/or retention; conversion; interference with contract; abusive discharge; and/or loss of consortium, companionship, services or society) and under any and all applicable federal, state, county or state and local statutes, ordinances, or regulations, and the law laws. Nothing herein shall be deemed a waiver of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 for breach of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.
Appears in 2 contracts
Samples: Release and Severance Agreement, Severance Agreement
Release of All Claims. In consideration for the promises and obligations Except as otherwise set forth in this Agreement, the Executive hereby irrevocablyreleases, unconditionallyacquits and discharges the Company and its affiliates, and fully releases the Companytheir officers, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officersdirectors, agents, directorsservants, supervisorsExecutives, employeesattorneys, and representativesshareholders, and its/their successors and assignsassigns (collectively, and all persons acting by, though, under, or in concert with any of them (the “Released Parties”), of and from any and all charges, complaints, claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and liabilities obligations of any every kind and nature, in law, equity or nature whatsoeverotherwise, known or unknown, suspected or unsuspected (hereinafter referred unsuspected, disclosed and undisclosed, arising out of or in any way related to as “claim” agreements, events, acts or “claims”), that the Executive conduct at any time had or claimed prior to have or that and including the Executive may have or claim to have regarding any matter as of the execution date of this Agreement, including, without limitation, any including but not limited to: all such claims and all claims related to demands directly or indirectly arising out of or in any manner incidental to the way connected with Executive’s employment with the Company or the termination of employment with that employment; claims or demands related to salary, incentive payments, commissions, stock, stock options, or any other ownership interests in the Company. It is expressly understood by , vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to federal, state or local law, statute or cause of action including, but not limited to, the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of 1990, as amended; the Illinois Human Rights Act, as amended; tort law; contract law; wrongful discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the Age Discrimination in Employment Act (“ADEA”)implied covenant of implied good faith and fair dealing. This release shall not be deemed to affect a release of any claim that may not be released by law, nor shall it be deemed to effect a release of any right to enforce the Family terms of this Agreement or any right to vested compensation or benefits under any Company employee benefit plan. Executive agrees, without limiting the generality of this release, not to file or otherwise institute any lawsuit or cause of action seeking monetary damages, and Medical Leave Act, common law Executive irrevocably and unconditionally waives any and all other applicable federalrights to recover any such relief or damages, state, county or local statutes, ordinances, or regulations, concerning the claims that are lawfully released herein. Executive represents and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown warrants that Executive may have has not previously filed or joined in any such claims, demands or entitlements against the Released Parties under these and any other laws; provided that Executive will indemnify and hold harmless the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this AgreementReleased Parties from all liabilities, (B) any claims or rights under the indemnification policy claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateclaims.
Appears in 2 contracts
Samples: Transition Agreement (Comscore, Inc.), Transition Agreement (Comscore, Inc.)
Release of All Claims. In consideration for receiving the promises retention benefits described in Section 4 of the letter agreement between you and obligations set forth in this the Company dated as of _______________ (the “Agreement, the Executive hereby irrevocably, unconditionally”), and fully releases to the Companyfullest extent permitted by applicable law, RRIyou hereby waive, each member release and promise never to assert any claims or causes of action, whether or not now known, against the Company Groupor its predecessors, and any affiliated entitiessuccessors or past or present subsidiaries, and each and all of its/their current and former shareholdersstockholders, directors, officers, employees, consultants, attorneys, agents, directorsassigns and employee benefit plans with respect to any matter, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them including (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding without limitation) any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of your employment with the Company. It is expressly understood by Company or the Executive termination of that among employment, claims for attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the various rights covenant of good faith and fair dealing; claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”)New York State Human Rights Law, the Family New York Labor Law, and Medical Leave Act, common law and the New York City Human Rights Law; claims under any and all other applicable federal, state, county or and local statutes, ordinances, or regulations, and laws of any type; and claims for any compensation or benefits not specifically referenced in the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known including claims under any Company incentive plan, bonus plan, or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive severance plan). Execution of this Supplemental Release does not waive or release claims with respect to bar (Ai) any claim that arises hereafter, including (without limitation) a claim for breach of this Supplemental Release, (ii) any rights that the Executive you may already have to any payments be indemnified and/or advanced or benefits reimbursed expenses pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member corporate document of the Company Groupor its affiliates or applicable law, including the Indemnification Agreement dated April 15, 2015, or your right to be covered under any applicable directors’ and officers’ liability insurance policies, (iii) any rights to the retention benefits set forth in the Agreement and which all parties acknowledge survives are owed or payable after the termination date of the Executive’s employment pursuant to its termsthis Supplemental Release, and (Civ) any rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release vested equity awards and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as any rights under any benefit plans of the Separation Date (Company under which you have a vested benefit and for which amounts are payable after the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Effective Date.
Appears in 1 contract
Samples: Separation Agreement (Etsy Inc)
Release of All Claims. In consideration for Borrower, Parent and each Ratifying Subsidiary hereby, jointly and severally, unconditionally release and forever discharge Administrative Agent and each Lender and their respective successors, assigns, agents, directors, officers, employees, affiliates, accountants, consultants, contractors, advisors and attorneys (collectively, the promises "Benefited Parties") from all Claims (as defined below) and obligations set forth jointly and severally agree to indemnify the Benefited Parties, and hold them harmless from any and all claims, losses, causes of action, costs and expenses of every kind or character in connection with the Claims. As used in this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from term "Claims" means any and all charges, complaints, possible claims, demands, actions, causes of actions, costs, expenses and liabilities of any kind or nature whatsoever, known or unknown, suspected at law or unsuspected (hereinafter referred to as “claim” in equity, originating in whole or “claims”)in part, that the Executive at which Borrower, Parent or any time had Ratifying Subsidiary, or claimed to have any of their agents, employees or that the Executive affiliates may now or hereafter have or claim to have regarding against any matter as of the date Benefited Parties and irrespective of this Agreementwhether any such Claims arise out of contract, includingtort, without limitationviolation of Law or otherwise in connection with any of the Credit Documents, including any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the maximum rate on interest chargeable under applicable Law and all claims related to any loss, cost or damage, of any kind or character, arising out of or in any manner incidental to way connected with or in any way resulting from the Executive’s employment actions or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII omissions of the Civil Rights Act Benefited Parties, including any breach of 1964fiduciary duty, breach of any duty of good faith or fair dealing, breach of confidence, breach of funding commitment other than the Americans with Disabilities express funding commitments contained in the Credit Agreement, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violations of the Racketeer Influenced and Corrupt Organizations Act, the Age Discrimination in Employment Act (“ADEA”)intentional or negligent infliction of mental distress, the Family tortious interference with contractual relations, tortious interference with corporate governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander, conspiracy or any claim for wrongfully accelerating any obligations or wrongfully attempting to foreclose on any collateral. Borrower, Parent and Medical Leave Acteach Ratifying Subsidiary, common law jointly and any and all other applicable federalseverally, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges agree that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member none of the Company GroupBenefited Parties have fiduciary or similar obligations to Borrower, which all parties acknowledge survives the termination Parent or any agents, employees or affiliates of the Executive’s employment Borrower or Parent and that their relationships are strictly that of creditor and debtor. This release is accepted by Administrative Agent and each Lender pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicatedand shall not be construed as an admission of liability by Administrative Agent, not earlier than, and not later than forty-five (45) days following, the Separation Dateany Lender or any other Benefited Party.
Appears in 1 contract
Release of All Claims. In consideration for The Parties intend to effectuate with this Agreement the promises and obligations set forth in this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member complete extinguishment of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected and actions of any nature whatsoever, from the beginning of time to the effective date of this Agreement and for EXECUTIVE on his own behalf and on behalf of his heirs, executors, administrators, attorneys, successors and assigns (hereinafter collectively, the “Releasing Parties”) to release and forever discharge COMPANY and each and every officer, director, executive, agent, parent, subsidiary, wholly owned company, affiliate and division of COMPANY, and their successors, assigns, beneficiaries, legal representatives, insurers and heirs (all of which are referred to collectively in this Paragraph 3 and in Paragraph 4 of this Agreement as “claim” or “claimsCOMPANY”), that of and from any and all manner of actions, causes of actions, charges, suits, rights to attorneys’ fees or costs, debts, obligations, claims, and demands whatsoever in law or equity by reason of any matter, cause or thing whatsoever, and particularly, but without limitation of the Executive at foregoing general terms, by reason of any time had claims or claimed actions arising from EXECUTIVE’s separation of employment or relationship with COMPANY. In addition, the Releasing Parties unconditionally release, discharge, waive, and hold harmless the COMPANY from each and every other claim, cause of action, right, liability, penalty, expense, or demand of any kind and nature, whether or not presently known to have exist, which any of the Releasing Parties have, had, or that the Executive may have against the COMPANY relating to or claim to have regarding arising out of any matter as of arising on or before the effective date of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement will be considered a release of EXECUTIVE’s claims, if any, (i) for vested retirement benefits and/or health insurance continuation benefits pursuant to the Employee Retirement Income Security Act of 1974, as amended, (ii) for breach of this Agreement and/or (iii) regarding any rights to exculpation, indemnification, and/or advancement of expenses under COMPANY’s governing documents or any agreement with COMPANY and/or any rights to benefits or coverage under directors’ and officers’ insurance policies maintained by COMPANY. Notwithstanding anything to the contrary herein, nothing in this Agreement will be considered a release of EXECUTIVE’s claims which arise after the Effective Date, if any, (i) for vested retirement benefits and/or health insurance continuation benefits pursuant to the Employee Retirement Income Security Act of 1974, as amended, (ii) regarding any rights, remedies, and/or benefits (collectively in this sentence, “rights”) under this Agreement, (iii) regarding any rights solely as a shareholder of COMPANY, (iv) regarding any matter under the Shareholders’ Agreement to which the Parties are a party, (v) regarding any rights under any and all voting agreements and/or proxies relating to shares of COMPANY (including, without limitation, under equity incentive plans of COMPANY and/or stock option or other award agreements of COMPANY with others), (vi) regarding any vested rights in or under stock option or other award agreements with COMPANY and corresponding equity incentive plans of COMPANY, (vii) regarding any matter solely as a member of the board of directors of COMPANY (including, without limitation, as a member of any committee of such board), (viii) for any claim of coverage of, or payment of benefits for or to, EXECUTIVE and any of his dependents with respect to claims arising during any period in which any of them has been covered by medical or healthcare benefits plans maintained or sponsored by COMPANY, and/or (ix) regarding any rights to exculpation, indemnification, and/or advancement of expenses under COMPANY’s governing documents or any agreement with COMPANY and/or any rights to benefits or coverage under directors’ and officers’ insurance policies maintained by COMPANY. With respect to the claims that the Releasing Parties are releasing and waiving, they are releasing and waiving not only their right to recover money or other relief in any action that they might institute, but also they are releasing and waiving their right to recover money or other relief in any action that might be brought on their behalf by any other person or entity including, but not limited to, the United States Equal Employment Opportunity Commission, the Department of Labor, or any other federal, state or local governmental agency or department. The Releasing Parties acknowledge and agree that the released claims include any that have been or may hereafter be asserted on EXECUTIVE’s behalf in any class or collective action relating to his employment and/or the termination of his employment with the COMPANY (“Class/Collective Action”). Accordingly with regard to the released claims: (a) the Releasing Parties waive any right to participate in any Class/Collective Action, including serving as a class representative or named plaintiff; and (b) the Releasing Parties waive any right to receive notice of any pending or resolved Class/Collective Action. In the event that any of the Releasing Parties are included or identified as a member or potential member of a class or collective in Class/Collective Action with regard to claims released herein, the Releasing Parties agree to (i) opt out of such proceeding after learning of the inclusion of the Releasing Parties by executing without objection or delay any opt out form presented to the Releasing Parties, and/or (ii) not to opt in to such proceeding. Excluded further from the release and waiver are any claims or rights which cannot be waived by law, such as his right to file a charge with an administrative agency or participate in any agency investigation. The Releasing Parties are, however, waiving their right to recover any money in connection with such a charge or investigation. If a lawful subpoena to testify before any entity is issued any of the Releasing Parties, such Releasing Party will immediately notify COMPANY and provide it with a copy of the subpoena. This Agreement is a full and final bar to any claims that the Releasing Parties may have against the COMPANY with regard to the released claims, including, without limitation, any claims:
(a) arising from EXECUTIVE’s terms and all conditions of employment, separation from employment, or the employment practices of the COMPANY, including but not limited to claims related alleging a violation of personnel policies, benefit plans, procedures, and handbooks;
(b) relating to any claims for punitive or in compensatory damages; back and/or front pay claims and fringe benefits including bonuses; disability benefits; penalties; interest; or payment of any manner incidental to the Executive’s employment attorneys’ fees, costs or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those expenses for him;
(c) arising under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers’ Benefits Protection Act, the Family and Medical Leave Act, common law the Fair Labor Standards Act, the Equal Pay Act, the Occupational Safety and any Health Act, the Consolidated Omnibus Reconciliation Act, the Genetic Information Nondiscrimination Act, the Uniformed Services Employment and all other applicable federalRe-Employment Rights Act, stateTexas Commission on Human Rights Act/Texas Employment Discrimination Law, county or Texas Disability Discrimination Law, Texas whistleblower protection statute, Texas Minimum Wage Act, Texas wage payment law, state and local statuteshuman rights and/or discrimination laws, ordinancesstate and local wage and hour laws, or regulationsstate and local equal pay laws, state and local leave laws, state and local whistleblower laws, state and local unfair competition laws, and the law of contract and tort. The released claims also include claims of alleging discrimination or harassment or aider and abettor liability on the basis of workers’ compensation pregnancy, age, race, color, gender (including sexual harassment), national origin, ancestry, disability, medical condition, genetic information, religion, sexual orientation, marital status, but do caregiver status, parental status, veteran status, source of income, entitlement to benefits, union activities, or any other status protected by local, state or federal laws, constitutions, regulations, ordinances or executive orders; and,
(d) based on any express or implied contract or covenant of good faith and fair dealing, tort, common law, negligence, constitutional, statutory, whistleblower, public policy, personal injury, invasion of privacy, defamation, emotional distress, retaliation, detrimental reliance, or wrongful discharge theory. The Releasing Parties expressly understand that among the various rights and claims being released and waived in this Agreement are those arising under the Age Discrimination in Employment Act (“ADEA”). This general release does not include workers’ compensation claims. By signing cover rights or claims under the ADEA arising after EXECUTIVE signs this Agreement. Notwithstanding anything to the contrary herein, the Executive acknowledges that the Executive intends to waive this Agreement and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of Executive’s separation from the Company Group, which all parties acknowledge survives shall not preclude Executive from participating in any equity or option repurchases between the termination of the Executive’s employment pursuant to Company and its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateshareholders.
Appears in 1 contract
Release of All Claims. In consideration for (a) You hereby acknowledge and agree that by signing this Agreement and accepting the promises Severance Payment, you are waiving your right to assert any form of legal claim against the Company of any kind whatsoever from the beginning of time through and obligations set forth in including the date you sign this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases except for claims related to the Company’s failure to perform its obligations under this Agreement. Your waiver and release is intended to bar any form of legal claim, RRIcharge, each member complaint or any other form of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them action (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter jointly referred to as “claim” Claims”) (specifically including any claims of breach of contract whether express or “implied, and claims sounding in intentional or unintentional torts such as negligence and fraud, and any statutory or regulatory claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), that the Executive at recovery of any time had damages or claimed to have or that any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Executive may have or claim to have regarding any matter as of Company up through and including the date of you sign this Agreement. You understand that there could be unknown or unanticipated Claims resulting from your employment with the Company and the termination thereof and agree that such Claims are intended to be, and are, included in this waiver and release.
(b) The Company herby acknowledges and agrees that by signing this Agreement and accepting the consideration herein, the Company is waiving its right to assert any form of legal claim against you, Xxxxx X. Xxxxx, Xx., of any kind whatsoever from the beginning of time through and including the Separation Date, except for claims related to any failure to perform your obligations under this Agreement. The Company’s waiver and release is intended to bar any Claims against you seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary recovery whatsoever (including, without limitation, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against you up through and including the Separation Date. The Company understands that there could be unknown or unanticipated Claims resulting from your employment with the Company and the termination thereof and agree that such Claims are intended to be, and are, included in this waiver and release.
(c) Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claims arising from or related to your employment relationship with the Company or the termination thereof, and the Company specifically waives and releases you from any Claims arising from or related to your employment relationship with the Company, including without limitation:
i. Claims under any local, state or federal discrimination, harassment, fair employment practices or other employment related statute, regulation or executive order, including, without limitation, any the Age Discrimination in Employment Act, the Older Workers Benefits Protection Act (“OWBPA”), the Americans with Disabilities Act, the Genetic Information Nondiscrimination Act, the Pregnancy Discrimination Act, the Worker Adjustment and all claims related to or in any manner incidental to Retraining Notification Act, the Executive’s employment or termination National Labor Relations Act, the Civil Rights Act of employment with the Company. It is expressly understood by the Executive that among the various rights 1991, and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, each as they may have been amended through the Americans with Disabilities date you sign this Agreement;
ii. Claims under any local, state or federal employment related statute, regulation or executive order relating to wages, hours, whistleblowing, leaves of absence or any other terms and conditions of employment, including, without limitation, the Fair Labor Standards Act, the Age Discrimination in Employment Equal Pay Act (“ADEA”)of 1963, and the Family and Medical Leave Act, in its entirety (including, without limitation, the sections concerning payment of wages, minimum wage and overtime), each as they may have been amended through the date you sign this Agreement;
iii. Claims under any local, state or federal common law theory; and
iv. any other Claim arising under other local, state or federal law.
(d) The general release in this Section 10 is not affected or limited by the recitation of the specific releases in this Section 10.
(e) Consistent with federal and any and all state discrimination laws, nothing in this release shall be deemed to prohibit you from challenging the validity of this release under federal or state discrimination laws or from filing a charge or complaint of age or other applicable federal, state, county employment related discrimination with the Equal Employment Opportunity Commission (“EEOC”) or local statutes, ordinancessimilar state agency, or regulationsfrom participating in any investigation or proceeding conducted by the EEOC or similar state agency. Further, and nothing in this release or Agreement shall be deemed to limit the law Company’s right to seek immediate dismissal of contract and tort. The released claims also include claims of discrimination such charge or harassment complaint on the basis that your signing of workers’ compensation statusthis Agreement constitutes a full release of any individual rights under federal or state discrimination laws, but do or the Company’s right to seek restitution or other legal remedies to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim under federal or state discrimination laws.
(f) The general release in this Section 10 shall not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and limit any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive right you may have to any payments receive a whistleblower award or benefits pursuant bounty for information provided to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, Securities and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation DateExchange Commission.
Appears in 1 contract
Samples: Separation and Release Agreement (Alaunos Therapeutics, Inc.)
Release of All Claims. In consideration for the promises Employee hereby voluntarily and obligations set forth in this Agreementknowingly fully releases, the Executive hereby irrevocablyacquits and forever discharges Stereotaxis, unconditionally, and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their its current and former shareholdersaffiliates, officerssubsidiaries, agentspredecessors, directorsparent companies, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting byof their present and former owners, thoughofficers, underdirectors, or in concert with any of them shareholders, employees, agents, trustees, representatives and fiduciaries (individually and collectively, “Released Parties”), ) from any and all chargesdemands, claims, actions, suits, causes of action, complaints, claimsliabilities, costs, contracts, agreements and liabilities damages of any kind or nature whatsoever, whatsoever (whether known or unknown, suspected foreseen or unsuspected (hereinafter referred to as “claim” unforeseen, in law, in equity or “claims”otherwise), that the Executive at any including, but not limited to, claims for back pay, front pay, past or future employment or reemployment, statutory liquidated damages, compensatory and punitive damages, damages for emotional distress, costs, expenses, paid time had off, other entitlements or claimed to have benefits, requests/applications for reemployment, reinstatement, and compensation of every nature and description, including attorneys’ fees, which Employee has now or that the Executive may have now against Stereotaxis or claim any Released Parties by reason of any conduct, acts, omissions, cause of any transaction whatsoever up to have regarding any matter as of the date of execution of this Agreement, includingincluding without limitation those arising from or relating to Employee’s employment by Stereotaxis and/or the cessation of that employment. This complete release expressly extends to all claims based on the present and future effects of past acts of Stereotaxis or any Released Parties. This Release of All Claims by Employee includes, without limitationbut is not limited to, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 19641964 (as amended), the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Family and Medical Leave Act, the Fair Labor Standards Act, 42 USC § 1981, et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Employee Retirement Income Security Act of 1974 (“ADEA”ERISA), the Older Workers Benefit Protection Act, the Genetic Information Non-Discrimination Act, the Missouri Human Rights Act, the Missouri Employment Security laws, wage claims, the Missouri Workers’ Compensation Act, the Missouri public policy exception to the at-will employment doctrine, the Missouri Whistleblower’s Protection Act, the Missouri Service Letter Statute, any and all other Missouri wage and benefit payment laws, and any and all other federal, state and local statutes, regulations, ordinances, executive orders, policies, common law or any contract, alleged policy, manual or breach of any implied covenant of good faith and fair dealing. This Agreement shall not limit, in any way, Employee’s right to file a charge or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local administrative agency on Employee’s behalf arising out of or related to employment with and/or separation from employment with Stereotaxis, and Employee agrees that he/she has waived any right to monetary or other recovery from any such claim. Employee further agrees that neither Employee nor any person, organization or any other entity acting on Employee’s behalf has filed or will file, claim or sxx, or cause or permit to be filed, any complaint, claim or grievance against Stereotaxis or any of the Released Parties at any time hereafter involving any matter occurring in the past up to the date of execution of this Agreement, and agrees that he/she will indemnify and hold Stereotaxis and/or any of the Released Parties harmless and pay their attorneys’ fees in the vent they are caused to defend such a complaint, claim or grievance which he/she night file or cause to be filed or remain on file. Employee further agrees that if any such complaint, claim or grievance is filed, Stereotaxis’ obligation to make the payments and benefits referred to in Section 2 herein shall terminate immediately upon the occurrence of any such filing, claim or grievance, and Employee shall (i) repay to Stereotaxis any and all money paid pursuant to this Agreement; (ii) pay any and all costs or expenses incurred by Stereotaxis, including reasonable attorneys’ fees, in defending against any such filing, claim or grievance; and (iii) pay any and all other damages awarded by a court of competent jurisdiction. Employee further explicitly waives all required notices under any state or federal WARN act, all rights to any future employment opportunities with Stereotaxis or the Released Parties and agrees not to apply for employment with Stereotaxis or the Released Parties. If Employee applies for employment with Stereotaxis or the Released Parties despite the obligations under this paragraph, then Employee shall have no claim or cause of action against Stereotaxis or the Released Parties if they do not hire him/her and/or hired either any other person or no one instead of him/her. Nothing in this Agreement shall be construed to mean that Employee is waiving or releasing claims to enforce this Agreement, claims for workers’ compensation benefits, claims for unemployment benefits, claims for any vested benefits owed to Employee, claims for any vested rights Employee may have under any retirement plan of Stereotaxis, claims for rights under COBRA or claims arising after the date Employee executes this Agreement. Employee understands and agrees that this Release of All Claims contained in Section 3 applies to and includes all known, suspected, unknown or unsuspected claims, consequences or results. Employee acknowledges and agrees that he/she has received any and all wages, benefits, or other compensation due him/her for work performed, including any overtime and/or premium compensation. Employee represents and warrants that, to the best of Employee’s knowledge, Employee possesses no federal or state leave claims, Fair Labor Standards Act claims, or workers’ compensation claims against Stereotaxis or the Released Parties. Employee further represents and warrants that Employee has received any and all compensation pursuant to state and federal wage and hour laws and any and all leave pursuant to the Family and Medical Leave Act or any other federal or state law to which Employee may have been entitled as an employee of Stereotaxis, and that Employee is not currently aware of any facts or circumstances constituting a violation of any federal or state leave laws, the Fair Labor Standards Act, common law and or of any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Datestatutes.
Appears in 1 contract
Release of All Claims. In consideration (a) Executive, for the promises and obligations consideration set forth in this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member of the Company Group, and any forever discharges JDA and its affiliated entities, and each and all of its/their current and former shareholdersthe employees, agents, representatives, attorneys, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assignsassigns of JDA and its affiliated entities (collectively, and all persons acting by, though, under, or in concert with any of them (the “Released Release Parties”)) from all claims related in any way to the transactions or occurrences between them to date, from any and all chargesto the fullest extent permitted by law, complaints, claims, and liabilities of any kind or nature whatsoever, whether known or unknown, past or present, suspected or unsuspected (hereinafter referred unsuspected, of any nature whatsoever arising out of or relating to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreementhis/her employment with JDA, including, without limitationbut not limited to, any and all claims related to based upon alleged discrimination, breach of contract or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising tortious conduct, whether under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Actas amended, the Age Discrimination in Employment Act (“ADEA”26 U.S.C. § 621 et seq.), the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that federal law, state law, ordinance, tort, contract, consitituional or other statutory claims, common law or administrative regulation. Executive expressly waives Executive's right to recovery of any type, including damages, in any administrative or court action, whether state or federal, and whether brought by Executive or on Executive's behalf, related in any way to the Executive does matters released herein. However, this general release is not waive or release claims with respect intended to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) bar any claims that, by statute, may not be waived, such as Executive's right to file a charge with the National Labor Relations Board or rights the Equal Employment Opportunity Commission and other similar governement agencies, and any challenge to the validity of Executive's release of claims under the indemnification policy of any member of the Company GroupAge Discrimination in Employment Act, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement. Further, including Sections 6nothing in this Section 3(a) shall release any of the Released Parties' obligations, 9covenants, 10 and 11 hereofagreements under this Agreement. This release does not apply to claims which may arise after the date when Executive signs this Agreement.
(b) effective Executive declares and represents that Executive intends this Agreement to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release and Executive intends the release herein to be final and complete.
(c) Executive represents that, as of the Separation Date date of this Agreement, he has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against Employer or any of the other Released Parties in any court or with any governmental agency related to the matters released in this Agreement.
(d) Executive acknowledges and agrees that the “Bring-Down Release”)general release in this Agreement is an essential and material term of the Agreement, and that without such clause, no agreement would have been reached by the Parties.
(e) Executive acknowledges that he has been paid all wages, commissions, incentive payments, and bonuses owed to him by Employer, to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.date
Appears in 1 contract
Samples: Separation and Release Agreement (Jda Software Group Inc)
Release of All Claims. In consideration for the promises and obligations set forth in this Agreement, the Executive (a) Miller hereby irrevocably, unconditionally, and fully releases anx xxxcharges forever the Company, RRIPrimeSource Healthcare, each member of the Company GroupInc., a Massachusetts corporation ("PrimeSource"), Ruby Merger Sub, Inc., a Delaware corporation ("Ruby"), their divisions, affiliates and subsidiaries, and any each of their present and former directors, officers, employees, trustees, agents, attorneys, insurers, parent corporations, subsidiaries, divisions, related and affiliated companies and entities, shareholders, representatives, predecessors, successors and assigns, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“hereinafter collectively referred to as the "Released Parties”"), from any and against all liabilities, claims, liens, causes of action, charges, complaints, claimsgrievances, obligations, costs, losses, damages, injuries, attorneys' fees, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected other legal responsibilities (hereinafter collectively referred to as “claim” or “"claims”"), that the Executive at of any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreementform whatsoever, including, without limitationbut not limited to, any and all claims related to in law, equity, contract, tort, or in any manner incidental to claims under the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Connecticut Fair Employment Practices Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with With Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinancesas amended by the Older Workers Benefit Protection Act of 1990, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that local ordinance or federal or state statute or constitution, WHETHER KNOWN OR UNKNOWN, UNFORESEEN, UNANTICIPATED, UNSUSPECTED OR LATENT, which Miller or Miller's successoxx xx interxxx xxx own or hold, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 date of execution of this Agreement, (B) any claims or rights under and without limiting the indemnification policy of any member generality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of Miller's employment relationxxxx xxth the Company Group, which all parties acknowledge survives and/or any of the Released Parties and the termination of that relationship.
(b) Without limiting the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 scope of this Agreement in any way, Miller certifies that this Axxxxxxnt constitutes a knowing and voluntary waiver of any and all rights or claims that exist or that Miller has or may claim to xxxx xnder the Age Discrimination in Employment Act ("ADEA"), as amended by the Older Workers Benefit Protection Act of 1990 (29 U.S.C. ss.ss. 621, et seq.). This xxxxase does not govern any rights or claims that might arise under the ADEA after the date this Agreement is signed by the parties. Miller acknowledges that: (x) xxx consideration provided pursuant to this Agreement is in addition to any consideration that Miller would otherwise be exxxxxxd to receive; (b) Miller has been and the related representations, acknowledgements, and covenants as set forth is herebx xxxised in writing to consult with an attorney prior to signing this Agreement; (c) Miller has been provided a fxxx xxd ample opportunity to review this Agreement, including Sections 6a period of at least twenty-one (21) days within which to consider it; (d) to the extent that Miller takes less than twentx-xxx (21) days to consider this Agreement prior to execution, 9Miller acknowledges that Mixxxx xad sufficient time xx xxnsider this Agreement with counsel and that Miller expressly, 10 voluntarxxx xnd knowingly waives any additional time; and 11 hereof(e) Miller is aware of Miller's xxxxt to revoke xxxx Xxxeement at any time within the seven (7) day period following the date on which Miller signs the Agreement xxx that the Agreement shall not become effective as or enforceable until the seven (7) day revocation period expires (the "Effective Date"). Miller further understands txxx xx shall relinquish any right he has to the consideration specified in this Agreement if he exercises his right to revoke it. Notice of revocation must be made in writing and must be received by the Company through its counsel, Jack Sahagian, Esq., SKADDEN, XXXX, Xxxxx, MEAGHER & FLOM LLP, 300 Souxx Xxxxd Xxxxue, Lox Xxxxxxx, Xxxxxxxxxx 00000, xx xxxxx xxxx 0:00 x.x. (Pacific Standard Time) on the seventh (7th) day after Miller signs this Agreement.
(c) It is further understood and agreed that all rights under Section 1542 of the Separation Date (California Civil Code and/or any statute or common law principle of similar effect in any jurisdiction are hereby expressly waived by Miller. Section 1542 reads ax xxxxows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Notwithstanding the “Bring-Down Release”)provisions of Section 1542 or any statute or common law principle of similar effect in any jurisdiction, and for the purpose of implementing a full and complete release and discharge of all claims, Miller expressly acknowledgex xxxx this Agreement is intended to include in its effect, without limitation, all claims which Miller does not otherwise excluded from such release arising through and including know or suspxxx xx exist in Miller's favor at the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier thantime ox xxxxxxion hereof, and not later than forty-five (45) days following, that the Separation Daterelease agreed upon contemplates the extinguishment of any such claim or claims.
Appears in 1 contract
Release of All Claims. In consideration for of the promises and obligations performances set forth in this Agreementherein, Plaintiffs on behalf of themselves, their successors and assigns hereby releases and forever discharges the Executive hereby irrevocably, unconditionally, City and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their its current and former shareholders, officers, agents, directors, supervisors, employees, elected officials and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), agents from any and all charges, complaintsdemands, claims, causes of action, obligations, agreements, promises, representations, damages, suits and liabilities whatsoever, of any kind or nature whatsoeverin law or in equity, that exists as of the date this Agreement is executed, whether developed or undeveloped, known or unknown, suspected foreseen or unsuspected (hereinafter referred unforeseen. Plaintiffs acknowledge that they each consciously intend these consequences even as to as “claim” or “claims”), claims for damages that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter exist as of the date of this Agreement, includingbut which Plaintiffs do not know exist, and which, if known, would materially affect Plaintiffs' decision to execute this Agreement, regardless of whether Plaintiffs' lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause. The claims Plaintiffs are releasing include (without limitationlimiting the generality of the foregoing) all claims, any and demands, or actions which were or could have been asserted by Plaintiffs; all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Fair Labor Standards Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Iowa Wage Payment Collection Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, statute or regulations, regulation; and any claims arising under the common law of contract and tort. The released claims also include claims the State of discrimination Iowa or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release state, except for claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter legally released, including claims for compensatory damages; punitive damages; mental anguish and emotional distress; pain and suffering; loss or reduction of lawearnings or earning capacity; lost earnings; attorneys' fees, costs and interest. In addition, Executive shall be required to extend consideration of the release promises and waiver of claims performances set forth in Section 7 herein, the City hereby releases Plaintiffs and forever discharges them from any and all demands, claims, causes of this Agreement (and the related action, obligations, agreements, promises, representations, acknowledgementsdamages, suits and covenants as set forth liabilities whatsoever, of any kind or nature in this Agreementlaw or in equity, including Sections 6, 9, 10 and 11 hereof) effective that exists as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to date this Agreement where indicatedis executed, not earlier thanwhether developed or undeveloped, and not later than forty-five (45) days followingknown or unknown, the Separation Dateforeseen or unforeseen.
Appears in 1 contract
Samples: Settlement Agreement
Release of All Claims. In consideration for the promises payments stated in Section 1 and obligations set forth in this Agreementfor other good and valuable consideration, the Executive receipt and sufficiency of which are hereby acknowledged, Employee, for himself and his heirs, assigns, and all persons and entities claiming by, through, or under him, hereby irrevocably, unconditionally, and fully releases the Companycompletely releases, RRI, each member of the Company Groupdischarges, and any affiliated entitiesagrees to hold Employer and its Affiliates, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, individually or in concert with any of them combination thereof (hereinafter collectively referred to as “Released PartiesReleasees”), harmless of and from any and all claims, liabilities, charges, complaintsdemands, claimsgrievances, and liabilities causes of action of any kind or nature whatsoever, including without limitation claims for contribution, subrogation, or indemnification, whether direct or indirect, liquidated or unliquidated, known or unknown, suspected which Employee had, has, or unsuspected may claim to have against Releasees (hereinafter collectively referred to as “claim” or “claimsClaim(s)”). The release, discharge, and agreement to hold harmless set forth in this Section 3 includes without limitation any Claim(s) that the Executive at any time had Employee has, had, or claimed to have or that the Executive may have or claim to have regarding against Releasees (a) for wrongful termination or discharge, negligent or intentional infliction of emotional distress, breach of express or implied contract of employment (including without limitation any matter as Claim(s) under the Arizona Employment Relationship and Constructive Discharge Law, the Employment Agreement dated April 1, 1998, between Employer and Employee, any other written or oral agreement of any type or kind, or otherwise,), breach of the date covenant of this Agreementgood faith and fair dealing, includingdefamation, without limitationbreach of privacy, whistleblowing, employment-related torts, negligence, or personal injury (whether physical or mental); (b) for any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those Claim(s) arising under federal or state law, including without limitation Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”)Act, the Family and Medical Leave Utah Antidiscrimination Act, common law and the Arizona Civil Rights Act, or any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of prohibiting discrimination or harassment on the basis of workers’ compensation statusrace, but do not include workers’ compensation claims. By signing this Agreementcolor, the Executive acknowledges that the Executive intends to waive and release all rights known religion, sex, age, national origin, disability, or unknown that Executive may have against the Released Parties under these and any other lawsprotected group status; provided that (c) for any Claim(s) arising under the Executive does not waive or release claims with respect to Employee Retirement Income Security Act (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement“ERISA”), (Bd) for any claims or rights Claim(s) arising under the indemnification policy Family and Medical Leave Act or any similar family, medical, school, or other leave law under any Arizona state, county, or city law or ordinance; (e) for any Claim(s) for attorney’s fees or costs, and (f) for any other Claim(s) in any way related to or arising out of any member of the Company Group, which all parties acknowledge survives Employee’s employment with Employer or the termination of that employment. Nothing in this Agreement waives Employee’s rights, if any, to continue Employee’s participation in Employer’s group health insurance plan, as allowed by COBRA and the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgementsconditions, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as limitations of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateplan.
Appears in 1 contract
Release of All Claims. In consideration for receiving the promises retention benefits described in Section 3 of the letter agreement between you and obligations set forth in this the Company dated as of _______________ (the “Agreement, the Executive hereby irrevocably, unconditionally’), and fully releases to the Companyfullest extent permitted by applicable law, RRIyou hereby waive, each member release and promise never to assert any claims or causes of action, whether or not now known, against the Company Groupor its predecessors, and any affiliated entitiessuccessors or past or present subsidiaries, and each and all of its/their current and former shareholdersstockholders, directors, officers, employees, consultants, attorneys, agents, directorsassigns and employee benefit plans with respect to any matter, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them including (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding without limitation) any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of your employment with the Company. It is expressly understood by Company or the Executive termination of that among employment, claims for attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the various rights covenant of good faith and fair dealing, claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”)New York State Human Rights Law, the Family New York Labor Law, and Medical Leave Act, common law and the New York City Human Rights Law; claims under any and all other applicable federal, state, county or and local statutes, ordinances, or regulations, and laws of any type; and claims for any compensation or benefits not specifically referenced in the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known including claims under any Company incentive plan, bonus plan, or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive severance plan). Execution of this Supplemental Release does not waive or release claims with respect to bar (Ai) any claim that arises hereafter, including (without limitation) a claim for breach of this Supplemental Release, (ii) any rights that the Executive you may already have to any payments be indemnified and/or advanced or benefits reimbursed expenses pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member corporate document of the Company Groupor its affiliates or applicable law, including the Indemnification Agreement dated April 15, 2015, or your right to be covered under any applicable directors’ and officers’ liability insurance policies, (iii) any rights to the retention benefits set forth in the Agreement and which all parties acknowledge survives are owed or payable after the termination date of the Executive’s employment pursuant to its termsthis Supplemental Release, and (Civ) any rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release vested equity awards and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as any rights under any benefit plans of the Separation Date (Company under which you have a vested benefit and for which amounts are payable after the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Effective Date.
Appears in 1 contract
Samples: Resignation Agreement (Etsy Inc)
Release of All Claims. In consideration for receiving the promises and obligations set forth in this Agreement, the Executive hereby irrevocably, unconditionallyseverance benefits described above, and fully releases as required by the CompanyOffer Letter, RRIto the fullest extent permitted by law, each member you waive, release and promise never to assert any claims or causes of action, whether or not now known, against the Company Groupor Trinet HR Corporation or their respective predecessors, and any affiliated entitiessuccessors or past or present subsidiaries, and each and all of its/their current and former shareholdersstockholders, directors, officers, employees, consultants, attorneys, agents, directorsassigns and employee benefit plans with respect to any matter, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them including (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding without limitation) any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of your employment with the Company. It is expressly understood by Company or Trinet HR Corporation or the Executive termination of that among employment, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the various rights covenant of good faith and fair dealing and any claims being waived in this release include those arising of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities California Fair Employment and Housing Act, the Age Discrimination in Employment Act (“ADEA”)of 1967, the Family and Medical Leave Act, common law and any Americans with Disabilities Act and all other applicable federallaws and regulations relating to employment. However, statethis release covers only those claims that arose prior to the execution of this Agreement. Execution of this Agreement does not bar any claim that arises hereafter, county or local statutes, ordinances, or regulations, and the law including (without limitation) a claim for breach of contract and tortthis Agreement. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do This release does not include workers’ compensation claims. By signing a release of the payments and obligations created by this Agreement, the Executive acknowledges that the Executive intends to waive and a release all rights known or unknown that Executive may have against the Released Parties under these and of any other laws; provided that the Executive does not waive or vested employment benefits, a release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released by private agreement or a release of your right to indemnification pursuant to Labor Code section 2802 and any other applicable state or federal law, and/or the Company’s Certificate of Incorporation, Bylaws, customary Indemnification Agreement and insurance policies, as a matter set forth in paragraph 9 of lawthe Offer Letter, or that of any successor or assign. In addition, Executive shall be required to extend consideration for the release and waiver of claims set forth in Section 7 above, to the fullest extent permitted by law, the Company waives, releases and promises never to assert any claims or causes of action, whether or not now known, against you with respect to any matter, including (without limitation) any matter related to your employment with the Company or the termination of that employment, including (without limitation) claims to attorneys’ fees or costs, claims of fraud, breach of contract or breach of the covenant of good faith and fair dealing; provided , however , that this release covers only those claims that arose prior to the execution of this Agreement (and the it does not include, for example, any claims or causes of action related representations, acknowledgements, and covenants as set forth in to any breach by you of this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.
Appears in 1 contract
Release of All Claims. (a) Release of Company by Employee In consideration for of the promises receipt of the sums and obligations set forth in this Agreementcovenants stated herein, the Executive hereby irrevocablyEmployee does hereby, unconditionallyon behalf of himself, his heirs, administrators, executors, agents, and fully releases the Companyassigns, RRIforever release, each member of requite, and discharge the Company Groupand its agents, and any affiliated entitiesparents, and each and all of its/their current and former shareholderssubsidiaries, affiliates, divisions, officers, agents, directors, supervisors, employees, and representativespredecessors, successors, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them assigns (“"Released Parties”"), from any and all charges, complaintsclaims, claimsdemands, judgments, actions, causes of action, damages, expenses, costs, attorneys' fees, and liabilities of any kind or nature whatsoever, whether known or unknown, suspected vested or unsuspected (hereinafter referred contingent, in law, equity or otherwise, which Employee has ever had, now has, or may hereafter have against said Released Parties for or on account of any matter, cause or thing whatsoever which has occurred prior to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of his signing this Agreement, including. This release of claims includes, without limitationlimitation of the generality of the foregoing, any and all claims which are related to or in any manner incidental to the Executive’s employment or termination of Employee's employment with the Company. It is expressly understood by the Executive that among the various rights Company and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964his retirement from his position and his employment on December 20, the Americans with Disabilities Act2013, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable rights which Employee has or may have had under federal, state, county or and local statutes, ordinancesregulations or public policies, as well as the laws of contract, torts, and all other subjects; provided, however, that nothing herein shall be deemed to affect any rights of Employee under this Agreement or to any pension, employee welfare benefits, or regulationsstock options.
(b) Release of Employee by Company The Company does hereby, on behalf of itself and its agents, parents, subsidiaries, affiliates, divisions, officers, directors, employees, predecessors, successors and assigns, forever release, requite, and discharge the law Employee and his heirs, administrators, executors, agents and assigns, from any and all charges, claims, demands, judgments, actions, causes of contract action, damages, expenses, costs, attorneys' fees, and tort. The released claims also include claims liabilities of discrimination any kind whatsoever, whether known or harassment unknown, vested or contingent, in law, equity or otherwise, which the Company ever had, now has, or may hereafter have against Employee for or on account of any matter, cause or thing whatsoever which has occurred prior to the basis date of workers’ compensation status, but do not include workers’ compensation claims. By Employee's signing this Agreement; provided, the Executive acknowledges however, that the Executive intends nothing herein shall be deemed to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) affect any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.
Appears in 1 contract
Samples: Employee Retirement Agreement
Release of All Claims. In consideration for (a) You hereby acknowledge and agree that by signing this Agreement and accepting the promises Severance Payment, Bonus Payment, Benefits Continuation and obligations set forth Stock Acceleration, you are waiving your right to assert any form of legal claim against the Company (as defined in footnote number 1) of any kind whatsoever from the beginning of time through and including the date you sign this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases except for claims related to the Company’s failure to perform its obligations under this Agreement. Your waiver and release is intended to bar any form of legal claim, RRIcharge, each member complaint or any other form of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them action (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter jointly referred to as “claim” Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or “claims”otherwise), that the Executive at recovery of any time had damages or claimed to have or that any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Executive may have or claim to have regarding any matter as of Company up through and including the date of you sign this Agreement. You understand that there could be unknown or unanticipated Claims resulting from your employment with the Company and the termination thereof and agree that such Claims are intended to be, and are, included in this waiver and release.
(b) Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claims arising from or related to your employment relationship with the Company or the termination thereof, including without limitation:
(i) Claims under any local, state or federal discrimination, harassment, fair employment practices or other employment related statute, regulation or executive order, including, without limitation, any the Massachusetts Fair Employment Practices Act (also known as Chapter 151B), the Age Discrimination in Employment Act, the Older Workers Benefits Protection Act (“OWBPA”), the Americans with Disabilities Act, the Genetic Information Nondiscrimination Act, the Pregnancy Discrimination Act, the Worker Adjustment and all claims related to or in any manner incidental to Retraining Notification Act, the Executive’s employment or termination National Labor Relations Act, the Civil Rights Act of employment with the Company. It is expressly understood by the Executive that among the various rights 1991, and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, each as they may have been amended through the Americans with Disabilities date you sign this Agreement;
(ii) Claims under any local, state or federal employment related statute, regulation or executive order relating to wages, hours, whistleblowing, leaves of absence or any other terms and conditions of employment, including, without limitation, the Fair Labor Standards Act, the Age Discrimination in Employment Equal Pay Act (“ADEA”)of 1963, the Family and Medical Leave Act, the Massachusetts Payment of Wages Law (Massachusetts General Laws Chapter 149, §§ 148, 150), Massachusetts General Laws Chapter 149 in its entirety and Massachusetts General Laws Chapter 151 in its entirety (including, without limitation, the sections concerning payment of wages, minimum wage and overtime), each as they may have been amended through the date you sign this Agreement. You specifically acknowledge that you are waiving any Claims for unpaid wages under these and other statutes, regulations and executive orders;
(iii) Claims under any local, state or federal common law theory; and
(iv) any other Claim arising under other local, state or federal law.
(c) The general release in this paragraph 9 is not affected or limited by the recitation of the specific releases in this paragraph 9.
(d) Because you are at least forty (40) years of age, you have specific rights under the ADEA and any and all other applicable federalOWBPA, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of which prohibit discrimination or harassment on the basis of workers’ compensation statusage. The release in this paragraph 9 is intended to release any Claim you may have against the Company alleging discrimination on the basis of age under the ADEA, but do not include workers’ compensation claimsOWBPA and other laws. By signing Notwithstanding anything to the contrary in this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive in this paragraph 9 does not waive cover rights or Claims under the ADEA that arise from acts or omissions that occur after the date you sign this Agreement.
(e) Consistent with federal and state discrimination laws, nothing in this release claims shall be deemed to prohibit you from challenging the validity of this release under federal or state discrimination laws or from filing a charge or complaint of age or other employment related discrimination with respect the Equal Employment Opportunity Commission (“EEOC”) or similar state agency, or from participating in any investigation or proceeding conducted by the EEOC or similar state agency. Further, nothing in this release or Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under federal or state discrimination laws, or the Company’s right to seek restitution or other legal remedies to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim under federal or state discrimination laws.
(Af) The general release in this paragraph 9 shall not limit any rights that the Executive right you may have to any payments receive a whistleblower award or benefits pursuant bounty for information provided to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, Securities and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation DateExchange Commission.
Appears in 1 contract
Release of All Claims. In consideration for the promises and obligations set forth in this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases TopCo, ADT, the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company GroupGroup in accordance with its respective operating agreement and in accordance with Section 9 of the Employment Agreement, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, (C) rights as an equityholder of TopCo and ADT, (D) any rights that the Executive has pursuant to this Agreement and any agreements governing his equity ownership, as applicable, and (CE) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.
Appears in 1 contract
Samples: Retirement Agreement (ADT Inc.)
Release of All Claims. In consideration (a) Executive, for the promises and obligations consideration set forth in this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member of the Company Group, and any forever discharges JDA and its affiliated entities, and each and all of its/their current and former shareholdersthe employees, agents, representatives, attorneys, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assignsassigns of JDA and its affiliated entities (collectively, and all persons acting by, though, under, or in concert with any of them (the “Released Release Parties”)) from all claims related in any way to the transactions or occurrences between them to date, from any and all chargesto the fullest extent permitted by law, complaints, claims, and liabilities of any kind or nature whatsoever, whether known or unknown, past or present, suspected or unsuspected (hereinafter referred unsuspected, of any nature whatsoever arising out of or relating to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreementhis/her employment with JDA, including, without limitationbut not limited to, any and all claims related to based upon alleged discrimination, breach of contract or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising tortious conduct, whether under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Actas amended, the Age Discrimination in Employment Act (“ADEA”26 U.S.C. § 621 et seq.), the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that federal law, state law, ordinance, tort, contract, constitutional or other statutory claims, common law or administrative regulation. Executive expressly waives Executive’s right to recovery of any type, including damages, in any administrative or court action, whether state or federal, and whether brought by Executive or on Executive’s behalf, related in any way to the Executive does matters released herein. However, this general release is not waive or release claims with respect intended to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) bar any claims that, by statute, may not be waived, such as Executive’s right to file a charge with the National Labor Relations Board or rights the Equal Employment Opportunity Commission and other similar government agencies, and any challenge to the validity of Executive’s release of claims under the indemnification policy of any member of the Company GroupAge Discrimination in Employment Act, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement. Further, including Sections 6nothing in this Section 3(a) shall release any of the Released Parties’ obligations, 9covenants, 10 and 11 hereofagreements under this Agreement. This release does not apply to claims which may arise after the date when Executive signs this Agreement.
(b) effective Executive declares and represents that Executive intends this Agreement to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release and Executive intends the release herein to be final and complete.
(c) Executive represents that, as of the Separation Date date of this Agreement, he has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against Employer or any of the other Released Parties in any court or with any governmental agency related to the matters released in this Agreement.
(d) Executive acknowledges and agrees that the “Bring-Down Release”)general release in this Agreement is an essential and material term of the Agreement, and that without such clause, no agreement would have been reached by the Parties.
(e) Executive acknowledges that he has been paid all wages, commissions, incentive payments, and bonuses owed to him by Employer, to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Datedate.
Appears in 1 contract
Samples: Confidential Separation and Release Agreement (Jda Software Group Inc)
Release of All Claims. a. In consideration exchange for the promises and obligations set forth consideration provided for in this Agreement, the Executive hereby irrevocablyEmployee acknowledges by Employee’s signature below, unconditionallythat Employee, for Employee and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, for Employee’s agents, directorsheirs, supervisorsexecutors, employeesadministrators, and representatives, and its/their successors and assigns, hereby fully, irrevocably and unconditionally, forever waives, releases and discharges the Company and any and all persons acting byof its current and former parents, thoughaffiliates, undersubsidiaries, divisions, shareholders, directors, trustees, officers, employees, agents, contractors and employee 401k or in concert with any welfare benefit plans of them the Company (“Released Parties”including current and former trustees and administrators of these plans), and any and all of its or their heirs, executors, administrators, predecessors, successors and assigns (each and all, including the Company, referred to as “Releasees”) from any and all claims, charges, complaintsgrievances, claimsliabilities, expenses, obligations, damages, causes of action, rights, demands and liabilities complaints of any kind or nature whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time Employee ever had or claimed to have now has or that the Executive hereafter may have against Releasees by reason of any actual or claim alleged act, omission, transaction, practice, conduct or occurrence, or other matter arising from the beginning of time to have regarding any matter as of the date of this AgreementEmployee’s signature below (each and all, collectively, “Claims”), including, without limitation, any and all claims related Claims Employee may have arising from or relating to Employee’s employment, or in any manner incidental to the Executive’s employment or termination of employment Employee’s employment, with the Company, and any Claims Employee may have relating to wages, bonuses, salaries, commissions, overrides, fees, severance pay, vacation pay, benefits or any other form of compensation wider any federal, state, or local statute, or common law relating to employment, wages, hours, compensation or benefits or any other terms and conditions of employment. It Employee represents that this waiver and release is expressly understood by made knowingly and is intended to include any Claims under federal, state, city or local laws prohibiting discrimination on the Executive that among the various basis of sex, race, age, disability, religion, national origin, veteran status, color, ancestry, handicap, perceived sexual or affectional orientation, discrimination for requesting or taking a family or medical leave, discrimination with regard to benefits or any other proscribed basis, and any Claims under any other federal, state, or local statute, or common law relating to employment, civil rights, wages, hours, compensation or benefits or any other terms and conditions of employment including, without limitation, any rights and claims being waived in this release include those arising under wider Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act as amended by the Older Worker Benefit Protection Act (the “ADEAOWBPA”). This includes a waiver and release by Employee of any Claims for breach of contract, tort, wrongful conduct, retaliation or any other Claims in any way related to employment or the Family termination of Employee’s employment with the Company.
b. Employee acknowledges that (i) Employee may subsequently discover facts in addition to or different from those that Employee now knows or believes to be true with respect to the claims released above, and Medical Leave Act(ii) Employee may have sustained or may yet sustain damages, common law costs or expenses that are presently unknown and that relate to those claims. Employee acknowledges, however, that Employee has negotiated, agreed upon and entered into this Agreement in light of the situation. Employee waives any and all other applicable federal, state, county rights that Employee may have under any state or local statutes, ordinances, federal statute or regulations, and common law principle that would otherwise limit the law effect of contract and tort. The released this Agreement to claims also include claims known or suspected at the date on which this Agreement is entered into.
c. This Release of discrimination or harassment on the basis of workers’ compensation status, but do All Claims does not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive a waiver or release of any benefit reimbursement Employee may be entitled to wider the Company’s health benefits plan or a waiver of any claims with respect to (A) any rights that the Executive may have relating to any payments or benefits pursuant to Section 3 obligation arising out of this Agreement, (B) any claims Agreement or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of lawtransactions contemplated thereby. In addition, Executive shall be required to extend the release and waiver of claims set forth Employee understands that nothing in Section 7 of this Agreement (and prevents Employee from filing, cooperating with or participating in any claim, charge or proceeding before the related representationsEqual Employment Opportunity Commission or any comparable state governmental authority, acknowledgementsexcept that Employee hereby waives Employee’s right to any monetary or other benefits in connection with any such claim, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Datecharge or proceeding.
Appears in 1 contract
Samples: Employment Agreement (Keypath Education International, Inc.)
Release of All Claims. In consideration of receiving the severance benefits described in Paragraph 2(b) above and the continued post-retirement vesting of the Awards described in Paragraph 3 above, Employee, for Employee’s self and on behalf of all the promises other Employee Parties, hereby knowingly and obligations set forth in this Agreement, the Executive hereby irrevocably, unconditionally, and fully voluntarily releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each Employer and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assignsthe other Employer Parties, and all persons acting bypersons, though, under, corporations or in concert other entities who might be claimed to be jointly or severally liable with any of them (“Released the Employer Parties”), from any and all charges, complaints, grievances, causes of action, claims, demands, debts and liabilities of any kind or nature whatsoever, whether actual or potential, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at which Employee or any time had or claimed to have or that the Executive other Employee Party may have or claim to have have, and specifically, but not exclusively, all claims regarding any matter as of act, omission, event, occurrence or non-occurrence that have occurred on or before the date of signing this Agreement, including, without limitation, any and all claims under any federal, state or local statutory or common law related to to, concerning or in any manner incidental to the Executivearising out of Employee’s employment or termination of from employment with the CompanyEmployer. It is Employee expressly understood by the Executive agrees that among the various rights and claims being waived in this release include Agreement are those arising under the United States and state constitutions, the common law of any applicable jurisdiction, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all corresponding state laws that might apply, including, but not limited to any and all federal and state executive orders and other applicable federal, state, county or local statutes, ordinances, or statutes and regulations, and any claim for attorneys’ fees, costs, disbursements or the law like. This is a full and final waiver and release of contract any such claims, and tortthe Parties intend that it have the broadest effect possible under law. The Employee expressly represents that except as excluded from Employee’s covenant not to xxx under Xxxxxxxxx 0, xxxx of the Employee Parties has any claim against any of the Employer Parties which is not released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing under this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.
Appears in 1 contract
Samples: Severance Agreement (Qorvo, Inc.)
Release of All Claims. Employee acknowledges that the payments and benefits described in this Agreement exceed amounts to which Employee would be entitled by law. In consideration for entering into this Agreement and for the payments and other promises by Iomega stated herein, Employee for herself and obligations set forth in this Agreementon behalf of Employee's heirs, the Executive hereby irrevocablyagents, unconditionallysuccessors, assigns and all affiliated persons, both past and present, waives all claims against and releases, waives, acquits and forever discharges Iomega and its officers, directors, shareholders, agents, employees, representatives, and fully releases the Companyall parent, RRIsubsidiary and affiliated companies, each member of the Company Grouptogether with their employees, officers, directors and any affiliated entitiesshareholders, and each and all of its/their current Iomega's predecessors and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“"Released Parties”"), from any and all charges, complaintsliabilities, claims, actions, causes of action, injuries, wages and liabilities compensation and/or damages of any kind and character, including, without limitation, all claims by Employee for wages, salary, bonuses, commissions, vacation pay, notice, consultation or nature whatsoeverseparation pay, reimbursement for expenses, attorneys’ fees and costs, and from all claims based upon matters relating in any way to Employee's employment, conditions of employment and/or termination of employment with Iomega, whether known or unknown, suspected or unsuspected (hereinafter referred unsuspected, up to and including the date on which Employee signs this Agreement. This waiver and release includes but is not limited to a release of all wrongful termination claims, all claims under any applicable discrimination laws. Notwithstanding the foregoing, nothing in this Agreement shall be construed as “a waiver or release of rights to enforce the provisions of this Agreement. THIS MEANS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE WILL HAVE WAIVED ANY RIGHT TO BRING A LAWSUIT AGAINST IOMEGA BASED ON ANY ACTIONS TAKEN UP TO THE DATE AND TIME OF SIGNING THIS AGREEMENT, AND WILL HAVE RELEASED IOMEGA FROM ANY AND ALL CLAIMS OF ANY NATURE RELATING TO EMPLOYEE’S EMPLOYMENT, ARISING UP TO THE DATE AND TIME OF SIGNING THIS AGREEMENT. The parties acknowledge that this is a full and final release, and that Employee intends and expressly agrees that it shall be effective as a bar to each and every claim” or “claims”), that demand and cause of action the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter employee has against Iomega as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.
Appears in 1 contract
Samples: Separation Agreement and General Release (Iomega Corp)
Release of All Claims. In consideration 5.1 This Consent Judgment is a full, final, and binding resolution between Xxxxxxxx acting in the public interest, and Vacu-Vin, and its parents, shareholders, divisions, subdivisions, subsidiaries, partners, sister companies, and affiliates, and their predecessors, successors and assigns (“Defendant Releasees”), and all entities from whom they obtain and to whom they directly or indirectly distribute or sell Covered Products, including but not limited to Bed Bath & Beyond, Inc., manufacturers, suppliers, distributors, wholesalers, customers, licensors, licensees retailers, marketplace hosts, franchisees, and cooperative members (“Downstream Defendant Releasees”), of all claims for the promises and obligations violations of Proposition 65 based on exposure to BPA from Covered Products as set forth in the Notice, with respect to any Covered Products manufactured, distributed, or sold by Vacu-Vin prior to ninety (90) days after the Effective Date. Compliance with the terms of this AgreementConsent Judgment constitutes compliance with Proposition 65 with regard to the Covered Products.
5.2 In addition to the foregoing, the Executive hereby irrevocablyXxxxxxxx, unconditionallyon behalf of himself, his past and current agents, representatives, attorneys, and fully releases the Company, RRI, each member of the Company Groupsuccessors and/or assignees, and not in his representative capacity, hereby waives all rights to institute or participate in, directly or indirectly, any affiliated entitiesform of legal action and releases any Vacu-Vin, Defendant Releasees, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), Downstream Defendant Releasees from any and all chargesmanner of actions, complaintscauses of action, claims, demands, rights, suits, obligations, debts, contracts, agreements, promises, liabilities, damages, charges, losses, costs, expenses, and liabilities attorneys’ fees, of any kind or nature whatsoever, known or unknown, suspected in law or unsuspected (hereinafter referred equity, fixed or contingent, now or in the future, with respect to as “claim” any alleged violations of Proposition 65 related to or “claims”)arising from Covered Products manufactured distributed or sold by Vacu-Vin or Defendant Releasees. With respect to the foregoing waivers and releases in this paragraph, that Xxxxxxxx hereby specifically waives any and all rights and benefits which she now has, or in the Executive at any time had or claimed to have or that the Executive future may have or claim to have regarding any matter as have, conferred by virtue of the date provisions of this AgreementSection 1542 of the California Civil Code, includingwhich provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, without limitation, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
5.3 Vacu-Vin waives any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights against Xxxxxxxx, his attorneys and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964other representatives, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and for any and all actions taken or statements made (or those that could have been taken or made) by Xxxxxxxx and his attorneys and other applicable federalrepresentatives, statewhether in the course of investigating claims or otherwise seeking enforcement of Proposition 65 against it in this matter, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims and/or with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation DateCovered Products.
Appears in 1 contract
Samples: Settlement Agreement
Release of All Claims. In consideration for receiving the promises transition benefits described in Section 3(b) of the letter agreement between you and obligations set forth in this the Company dated as of November 19, 2023 (the “Agreement, the Executive hereby irrevocably, unconditionally”), and fully releases to the Companyfullest extent permitted by applicable law, RRIyou hereby waive, each member release and promise never to assert any claims or causes of action, whether or not now known, against the Company Groupor its predecessors, and any affiliated entitiessuccessors or past or present subsidiaries, and each and all of its/their current and former shareholdersstockholders, directors, officers, employees, consultants, attorneys, agents, directorsassigns and employee benefit plans with respect to any matter, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them including (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding without limitation) any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of your employment with the Company. It is expressly understood by Company or the Executive termination of that among employment, claims for attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the various rights covenant of good faith and fair dealing, claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”)New York State Human Rights Law, the Family New York Labor Law, and Medical Leave Act, common law and the New York City Human Rights Law; claims under any and all other applicable federal, state, county or and local statutes, ordinances, or regulations, and laws of any type; and claims for any compensation or benefits not specifically referenced in the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known including claims under any Company incentive plan, bonus plan, or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive severance plan). Execution of this Supplemental Release does not waive or release claims with respect to bar (Ai) any claim that arises hereafter, including (without limitation) a claim for breach of this Supplemental Release, (ii) any rights that the Executive you may already have to any payments be indemnified and/or advanced or benefits reimbursed expenses pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member corporate document of the Company Groupor its affiliates or applicable law, including the Indemnification Agreement effective as of June 24, 2019, or your right to be covered under any applicable directors’ and officers’ liability insurance policies, (iii) any rights to the transition benefits set forth in the Agreement and which all parties acknowledge survives are owed or payable after the termination date of the Executive’s employment pursuant to its termsthis Supplemental Release, and (Civ) any rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release vested equity awards and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as any rights under any benefit plans of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through Company under which you have a vested benefit and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, for which amounts are payable after the Separation Date.
Appears in 1 contract
Samples: Letter Agreement (Etsy Inc)
Release of All Claims. In consideration for The undersigned Xxxxxx Xxxx ( “Releasor”) in connection with a settlement agreement resolving all employment-related claims by and with regard to the promises Releasees (as defined below) hereby releases and obligations set forth in this Agreementforever discharges Accentia Biopharmaceuticals, Inc. (“Accentia”), TEAMM Pharmaceuticals, Inc. (“TEAMM”), Biovest International, Inc., (“BioVest”) and Analytica International, Inc., as well as all officers and directors of each of the Executive hereby irrevocablyforegoing corporations and their subsidiaries, unconditionallyaffiliates, agents, servants, employees, officers, insurers, successors, and fully releases the Company, RRI, each member of the Company Group, and any affiliated entitiesassigns, and each and every one of them (hereinafter collectively referred to as “Releasees”) of and from any and all claims, demands or causes of its/their current action, which the Releasor now has or claims to have, or which may hereinafter accrue against the Releasees, arising or growing out of any event occurring at any time before the date hereof, including, without limiting the generality of the foregoing, all claims, demands or causes of action arising out of employment agreements and former shareholderstransactions involving Releasor and any one or more of the Releasees. Nothing herein shall be construed to release or otherwise effect any obligation of Releasor to repay money borrowed by Releasor from Xx. X’Xxxxxxx or any affiliate of Xx. X’Xxxxxxx. The undersigned agrees to defend, officersprotect, agentsindemnify and save harmless the said Releasees if any person, directorsfirm or corporation shall assert or attempt to assert any claim hereby released in settlement. The amounts paid by or on behalf of said Releasees was paid in strict settlement and compromise of the claim, supervisorswithout in any way admitting liability by or on behalf of the Releasees, employeesor to be considered or construed as a waiver by, an estoppel against, or a bar to any Releasee denying liability in other proceedings. No promise has been made to pay any further or other sums or any other further or other consideration for this Release. This is a full and final release for all liability and/or damage known and unknown. The undersigned is of legal age, under no disability and is duly authorized to execute the Release, and has read and fully understands the above and foregoing Release. The terms of this Release are contractual and not a mere recital. Wherever in this instrument any party shall be designated or referred to by name or general reference, such designation is intended to and shall have the same effect as if the words “heirs, executors, administrators, personal or legal representatives, successors and its/assigns” had been inserted after each and every such designation and all the terms, easements and conditions herein contained shall be for and shall inure to the benefit of and shall bind the respective parties hereto, and their heirs, executors, administrators, personal or legal representatives, successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Daterespectively.
Appears in 1 contract
Samples: Settlement Agreement (Accentia Biopharmaceuticals Inc)
Release of All Claims. In consideration To the fullest extent permitted by law, you, for the promises and obligations set forth in this Agreementon behalf of yourself and your heirs, the Executive hereby irrevocablyexecutors, unconditionallyadministrators, and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, hereby voluntarily, knowingly and all persons acting bywillingly waive, though, under, or in concert with any of them (“Released Parties”), from any release and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreement, including, without limitation, forever discharge any and all claims or causes of action, whether or not now known, against the Company or its predecessors, successors or past or present subsidiaries, affiliates, stockholders, owners, directors, officers, employees, consultants, attorneys, agents, representatives, assigns and employee benefit plans, and each of their subsidiaries, affiliates, estates, predecessors, successors and assigns (each, individually, a “Company Releasee,” collectively referred to as the “Company Releasees”) with respect to any matter, including (without limitation) any matter related to or in any manner incidental to the Executive’s employment or termination of your employment with the Company. It is expressly understood by Company or the Executive termination of that among employment, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the various rights covenant of good faith and fair dealing and any claims being waived in this release include those arising of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Equal Pay Act, the Age Discrimination in Employment Act (“ADEA”)of 1967, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the National Labor Relations Act, the Family and Medical Leave Act, common law the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and any Retraining Notification (“WARN”) Act, and all other applicable federal, statestate and local laws and regulations relating to employment that may be legally waived and released. However, county or local statutes, ordinances, or regulations, this release covers only those claims that arose prior to the execution of this Agreement and the law only those claims that may be waived by applicable law. Execution of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive Agreement does not waive or release claims with respect to bar (Ai) any rights that the Executive may have to any payments or benefits pursuant to Section 3 a claim for breach of this Agreement, (Bii) any claims claim for coverage under any D&O or rights other similar insurance policy or (iii) any claim for indemnification under any written agreement with the indemnification policy of Company, Company bylaws or applicable law. You understand that this Agreement does not limit your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission or any member of other federal, state or local governmental agency or commission (each, a “Government Agency”). You further understand that nothing in this Agreement or any other agreement that you have with the Company Groupshall limit your ability to communicate with, or otherwise participate in, to the extent permitted by applicable law and in accordance with the Rules of Professional Responsibility in the states in which you are licensed to practice law and/or provide services as counsel, any investigation or proceeding that may be conducted by, a Government Agency. You hereby further acknowledge and agree that the Company and all parties acknowledge survives other Company Releasees have fully satisfied any and all obligations whatsoever owed to you arising out of your employment with the termination of the Executive’s employment pursuant to its termsCompany or any other Company Releasee, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required no further payments or benefits are owed to extend you by the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation DateCompany or any other Company Releasee.
Appears in 1 contract
Release of All Claims. In consideration for receiving the promises retention benefits described in Section 3 of the letter agreement between you and obligations set forth in this the Company dated as of _______________ (the "Agreement, the Executive hereby irrevocably, unconditionally’), and fully releases to the Companyfullest extent permitted by applicable law, RRIyou hereby waive, each member release and promise never to assert any claims or causes of action, whether or not now known, against the Company Groupor its predecessors, and any affiliated entitiessuccessors or past or present subsidiaries, and each and all of its/their current and former shareholdersstockholders, directors, officers, employees, consultants, attorneys, agents, directorsassigns and employee benefit plans with respect to any matter, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them including (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding without limitation) any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of your employment with the Company. It is expressly understood by Company or the Executive termination of that among employment, claims for attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the various rights covenant of good faith and fair dealing, claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”)New York State Human Rights Law, the Family New York Labor Law, and Medical Leave Act, common law and the New York City Human Rights Law; claims under any and all other applicable federal, state, county or and local statutes, ordinances, or regulations, and laws of any type; and claims for any compensation or benefits not specifically referenced in the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known including claims under any Company incentive plan, bonus plan, or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive severance plan). Execution of this Supplemental Release does not waive or release claims with respect to bar (Ai) any claim that arises hereafter, including (without limitation) a claim for breach of this Supplemental Release, (ii) any rights that the Executive you may already have to any payments be indemnified and/or advanced or benefits reimbursed expenses pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member corporate document of the Company Groupor its affiliates or applicable law, including the Indemnification Agreement dated January 27, 2017, or your right to be covered under any applicable directors’ and officers’ liability insurance policies, (iii) any rights to the retention benefits set forth in the Agreement and which all parties acknowledge survives are owed or payable after the termination date of the Executive’s employment pursuant to its termsthis Supplemental Release, and (Civ) any rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release vested equity awards and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as any rights under any benefit plans of the Separation Date (Company under which you have a vested benefit and for which amounts are payable after the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Effective Date.
Appears in 1 contract
Samples: Resignation Agreement (Etsy Inc)
Release of All Claims. In consideration for receiving the promises Transition Pay described in Paragraph 3, to the fullest extent permitted by law, you and obligations set forth in this Agreementyour heirs, the Executive hereby irrevocablyexecutors, unconditionallybeneficiaries, and fully releases the Companysuccessors, RRIassignees, each member of the Company Groupimmediate family members, and any affiliated entitiesother person or entity who could now or hereafter assert a claim in your name or on your behalf waive, release, and each forever discharge the Company and all of its/their current and former shareholdersits predecessors, successors or past or present parent companies, affiliates, subsidiaries, stockholders, directors, officers, former or current employees, consultants, attorneys, agents, directors, supervisors, employees, assigns and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them employee benefit plans (“Released Parties”), ) from any and all charges, complaintsliabilities, claims, and liabilities wages, agreements, obligations, demands, causes of action, attorneys’ fees and/or expenses known or unknown, suspected or unsuspected, arising out of or in any kind way connected with your employment with the Company, the end of your employment, and/or any other transactions, occurrences, acts or nature whatsoeveromissions, known or unknown, suspected or unsuspected unsuspected, resulting from any act or omission by or on the part of the Released Parties, or any of them, committed or omitted up to and including the date you execute this Agreement (hereinafter referred to as collectively “claim” or “claimsClaims”), that . Without in any way limiting the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as generality of the date of foregoing, the Claims which you are waiving and releasing in this AgreementAgreement include, includingbut are not limited to: (i) any claim or violation under federal, without limitationstate, any and all claims related to or local Constitution, statute, regulation, ordinance and/or common law that may apply in any manner incidental to the Executive’s employment or termination of context your employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising , including for alleged discrimination, harassment, failure to accommodate, or retaliation, under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Americans with With Disabilities Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the False Claims Act, the Xxxxxxxx-Xxxxx Act of 2002, the federal and California Worker Adjustment and Retraining Notification Acts, the California Fair Employment and Housing Act, the Illinois Human Rights Act, the New York State Human Rights Law, the New York City Human Rights Law, the Virginia Human Rights Act, the Virginians with Disabilities Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Overtime Law, the Massachusetts Payment of Wages Law, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, the Massachusetts Labor and Industries Act, the Massachusetts Privacy Act, the Massachusetts Independent Contractor statute, the Massachusetts Earned Sick Time Law, the New Jersey Conscientious Employee Protection Act, the New Jersey Law Against Discrimination, the West Virginia Human Rights Act, any amendments to the foregoing, or any other federal, state, or local statute or common law which forbids discrimination, harassment, or retaliation in any aspect of employment; (ii) any claim of negligence, breach of an express or implied employment contract, violation of public policy, wrongful discharge, conspiracy, fraud, infliction of emotional distress, mental or physical injury, or defamation; (iii) any claim for benefits under any of the Company’s employee benefits plans; and (iv) any claim for reinstatement, equitable relief, or damages of any kind whatsoever. The scope of what you release in this Agreement includes, but is not limited to, a full general release of any and all Claims or potential Claims that you may have against the Company and/or against any of the other Released Parties, for any and all injunctive relief, declaratory relief, physical injury, personal injury, and injury of any and all other kinds, and/or any and all other kinds of alleged damages, or other monetary obligation, or obligation of any other sort, including but not limited to, any and all compensatory damages, emotional distress damages, punitive damages, costs, attorneys’ fees, and any and all other applicable federal, state, county kinds of damages that are based in whole or local statutes, ordinances, in part on any act or regulations, and omission occurring on or before the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing date you sign this Agreement. However, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 execution of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreementdoes not bar any claim that arises hereafter, including Sections 6(without limitation) a claim for breach of this Agreement and, 9if applicable, 10 and 11 hereof) effective as any claims relating to any extension of the Separation Date (the “Bringpost-Down Release”), termination exercise period applicable to include all your vested options. This release of claims does not otherwise excluded from such release arising through affect your vested rights in and including the Separation Date. Such extension shall to any benefit plan to which you may be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateentitled upon your separation.
Appears in 1 contract
Samples: Transition Agreement and General Release (Blend Labs, Inc.)
Release of All Claims. In consideration for the promises and obligations set forth contained in this Agreement, the Executive Employee hereby irrevocably, unconditionally, releases and fully releases forever discharges the Company, RRIits subsidiaries, each member of the Company Grouprelated and affiliated companies, if any, and any affiliated entities, its and each their past and all of its/their current and former shareholderspresent directors, officers, employees, agents, directorsshareholders, supervisorsinsurers, employeesattorneys, assigns and representatives, and its/their successors and assigns, and all persons acting by, though, under, or other representatives of any kind (collectively referred to in concert with any of them (this Agreement as “Released Parties”), ) from any and all charges, complaints, claims, and liabilities or causes of action of any kind or nature whatsoeverkind, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of arising through the date of Employee executes this Agreement, including, without limitationbut not limited to, any and all claims related to claims, liabilities or causes of action arising in any manner incidental to the Executiveconnection with Employee’s employment or termination of employment with the Company, or in any way related to Employee’s relationship with the Company or any of the Released Parties. It Employee hereby releases and waives any claim or right to further compensation, salary, bonuses, commissions, benefits, damages, penalties, attorneys’ fees, costs or expenses of any kind from either the Company or any of the other Released Parties. Further, Employee agrees to and understands that the unvested phantom restricted shares and unvested restricted shares shall be cancelled and that there will not be a deferred profit sharing contribution made in calendar year 2006. Employee further agrees not to file, pursue or participate in any claims, charges, actions or proceedings of any kind against any of the Released Parties with respect to any matter arising out of or in connection with Employee’s employment with the Company or termination of employment, or in any way related to Employee’s relationship with the Company or any of the Released Parties (other than pursuing a claim for unemployment compensation benefits to which Employee may be entitled, and except in connection with a federal claim of age discrimination). This release specifically includes, but is expressly understood by not limited to, a release of any and all claims under state or federal wage payment laws; federal, state and local fair employment law(s); the Executive that among the various rights and claims being waived in this release include those arising under Wisconsin Fair Employment Act; Title VII of the Civil Rights Act of 1964, ; Section 1981 of the Americans with Disabilities Act, Civil Rights Act of 1866; the Civil Rights Act of 1991; the Age Discrimination in Employment Act (“ADEA”)of 1967; the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act; state or federal family and/or medical leave acts; the Consolidated Omnibus Budget Reconciliation Act of 1985; the Employee Retirement Income Security Act of 1974; and any other federal, the Family and Medical Leave Actstate or local laws or regulations of any kind, common law and whether statutory or decisional. This release also includes, but is not limited to, a release of any and all other applicable federalclaims for wrongful termination, statetort, county or local statutesbreach of contract, ordinancesdefamation, or regulationsmisrepresentation, and the law violation of contract and tortpublic policy or invasion of privacy. The released Company similarly releases Employee except for claims also include claims of discrimination related to any negligence or harassment on the basis of workers’ compensation statusmisconduct. Additionally, but do not include workers’ compensation claims. By signing this Agreementand consistent with Company policy regarding D&O insurance generally and existing insurance policies in effect, the Executive Company acknowledges and agrees that the Executive intends Employee shall continue to waive and release be subject to all applicable rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect of indemnification relating to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member his service as an officer of the Company Group, which all parties acknowledge survives under the termination of the ExecutiveCompany’s employment pursuant to its termsby-laws and applicable law, and (C) shall continue to be covered by, and subject to indemnification under the Company’s director’s and officer’s insurance for all matters relating to or arising out of his service to the Company, and such rights that cannot be released as a matter of law. In addition, Executive to indemnification shall be required to extend expressly excluded from the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Datehereunder.
Appears in 1 contract
Release of All Claims. In consideration for the promises and obligations set forth in this Agreement, the Executive hereby irrevocably, unconditionallyThe Employee, and fully releases anyone claiming through the CompanyEmployee or on the Employee’s behalf, RRIincluding but not limited to Employee’s successors, each member of the Company Groupheirs, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, hereby waive and all persons acting by, though, under, or in concert release the Company and the other Released Parties with any of them (“Released Parties”), from respect to any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, whether currently known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive Employee now has or has ever had against the Company or any of the other Released Parties arising from or related to any act, omission, or thing occurring or existing at any time had prior to or claimed to have or that the Executive may have or claim to have regarding any matter as of on the date of on which the Employee signs this Agreement, includingsubject to the exceptions set forth below. Without limiting the generality of the foregoing, the claims waived and released by the Employee hereunder include, but are not limited to:
(a) all claims arising out of or related in any way to the Employee’s employment, compensation, other terms and conditions of employment, or termination from employment with the Company, including without limitationlimitation all claims pursuant to the Employment Agreement, any the RSU Plan, and all claims related for any compensation payments, bonus, severance pay, or any other compensation or benefit (but not including any claims for amounts or benefits payable under this Agreement);
(b) all claims that were or could have been asserted by the Employee or on his behalf which arise out of, relate to or in any manner incidental to are connected with the ExecutiveEmployee’s employment with, or the Employee’s separation or termination of employment from, the Company: (i) in any federal, state, or local court, commission, or agency; (ii) under any common law theory (including without limitation all claims for breach of contract (oral, written or implied), wrongful termination, impairment of economic opportunity, defamation, invasion of privacy, infliction of emotional distress, tortious interference, fraud, estoppel, unjust enrichment and any other contract, tort or other common law claim of any kind); (iii) for employment discrimination based on race, color, religion, national origin, sex or any other class and/or characteristic protected by any applicable state, federal, local law, statute, or regulation, except otherwise provided herein; or (iv) that Released Parties have defamed the Employee, invaded the Employee’s privacy or inflicted emotional distress or mental anguish upon the Employee, or has in any way committed a tortious act in connection with the Company. It is expressly understood Employee’s hiring or employment including, but not limited to, claims of intentional interference with contract, negligence, detrimental reliance, loss of consortium to the Employee or any member of the Employee’s family and/or promissory estoppel; and
(c) all claims that were or could have been asserted by the Executive that among Employee or on his behalf under any other federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, Employee order or other source of law, including without limitation under any of the various rights and claims being waived in this release include those arising under following laws, as amended from time to time: Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; Post-Civil War Reconstruction Acts, including the Civil Rights Act of 1866, 14 Stat. 27-30; Civil Rights Act of 1991, 42 U.S.C. § 1981 et seq.; Americans with Disabilities ActAct of 1990, the Age Discrimination in Employment 42 U.S.C. § 12101 et seq.; Employee Retirement Income Security Act (“ADEA”)of 1974, the 29 U.S.C. § 1001 et seq.; Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; Equal Pay Act of 1963, 29 U.S.C. § 201 et seq.; Pregnancy Discrimination Act of 1978, 42 U.S.C. § 2000e-(k) et seq.; National Labor Relations Act, common law 29 U.S.C. § 151 et seq.; Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq.; the anti-retaliation provisions of the False Claims Act, 31 U.S.C. § 3730 et seq.; Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.; Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq.; Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq.; Health Insurance Portability and Accountability Act of 1996, 110 Stat. 1936; Uniformed Services Employment and Re-employment Act, 38 U.S.C. § 4301 et seq.; the Xxxxx Xxxxxxxxx Fair Pay Act of 2009; Executive Order No. 11246; Executive Order No. 11141; Executive Order No. 11375; the Tennessee Human Rights Act; the Tennessee Disability Act; the Tennessee Pregnant Workers Fairness Act; any other state civil rights act; and all other applicable constitutional, federal, state, county or local statuteslocal, ordinancesand municipal law claims, whether statutory, regulatory, common law, or regulationsotherwise, including, but not limited to any tort claims, defamation, infliction of emotional distress, civil conspiracy, invasion of privacy, wrongful discharge, negligent or intentional misrepresentation, tortious interference, promissory estoppel, any claim for retaliatory treatment, hostile work environment, constructive discharge, and the law of unjust enrichment, as well as contract and tortquasi-contract claims, and any claim seeking declaratory, injunctive, or equitable relief, and any claim relating to any and all disputes now existing between the Employee and any of the Released Parties, whether known or unknown, suspected or unsuspected, for or because of any matter or thing done, omitted, or suffered to be done by any of the Released Parties. The released This release of claims also is intended by the parties to be all encompassing and to act as a full and total release of any claim, whether specifically enumerated herein or not, that the Employee might have or have had, that exists or ever has existed on or prior to the date the Employee signs this Agreement. This release does not include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that by law cannot be released or to waive a right to any vested benefit.
(d) the Employee acknowledges that he understands that: (i) he is waiving rights or claims which relate to the terms and conditions of his employment arising up to the date he signs this Agreement in exchange for valuable consideration, which is in addition to anything of value to which the Employee is already entitled, and which is the only consideration for signing this Agreement as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of herein; (ii) he is not waiving any claims that may arise after the date he signs this Agreement (including any right to a change of control bonus or benefit provided for in the Employment Agreement and RSU Plan), and he is not waiving vested benefits, if any; (iii) he is not waiving any existing rights, if any, to indemnification, including rights to indemnification and/or defense under the Employment Agreement or the Company’s or its subsidiaries’ or affiliates’ organizational documents, including such entity’s certificate of incorporation and bylaws and/or any policy or procedure of the Company or any of its subsidiaries or affiliates, or under any insurance contract, in connection with the Employee’s acts and omissions within the course and scope of the Employee’s employment with the Company. (iv) he has been advised that he has until the Effective Date to consider this Agreement; (v) he has been and hereby is advised to have his attorney (chosen by him and at his cost) review this Agreement before signing it; and (vi) he has signed this Agreement voluntarily and with a full understanding of its terms and conditions, which, once effective, may not be amended, supplemented, canceled, or discharged except by a writing signed by the Employee and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation DateCompany.
Appears in 1 contract
Samples: Confidential Separation Agreement and General Release (Akumin Inc.)
Release of All Claims. In consideration exchange for the promises consideration under this Agreement (including the Retention Bonus and obligations set forth in this Agreementthe Severance Payment), the Executive hereby irrevocably, unconditionally, Parties knowingly and fully releases voluntarily release and forever discharge both Parties and the Company's past, RRI, each member of the Company Group, present and any affiliated entities, and each and all of its/their current and former shareholders, future officers, agents, directors, supervisors, employees, and representativesinvestors, and its/their successors stockholders, administrators, attorneys, insurers, affiliates, divisions, subsidiaries, parents, predecessors, successors, and assigns, and all persons acting bythe Company's current and former employees, thoughattorneys, underofficers, or directors and agents thereof, both individually and in concert with any their official capacities (collectively referred to throughout the remainder of them (this Agreement as “Released PartiesReleasees”), ) of and from any and all chargesclaims and causes of action relating to any matters of any kind, complaints, claimsnature, and liabilities of any kind or nature whatsoevercharacter, whether presently known or unknown, suspected or unsuspected (hereinafter referred to as “claim” unsuspected, asserted or “claims”)unasserted, that the Executive at any time had or claimed to Parties now have or that the Executive may have against Releasees relating to or claim to have regarding arising from any matter as of act or omission occurring up through the date of on which Employee signs this Agreement, including, without limitation, :
(a) any and all claims related relating to or in arising from Employee's offer or acceptance of employment, any manner incidental to agreements between Employee and the Executive’s Company, Employee's employment or termination of employment relationship with the Company. It is expressly understood by , and the Executive termination of that among employment relationship;
(b) any and all claims relating to or arising from Employee's right to purchase, or actual purchase of shares of stock of the various rights Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims being waived in this release include those arising under for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities ActCivil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974 (“ADEA”except for any vested benefits under any tax qualified benefit plan), the Family Immigration Reform and Medical Leave Control Act, common the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, any and all state employment law legislation including, but not limited to, the California Fair Employment and Housing Act, the California WARN Act and any and all claims arising under the provisions of the California Labor Code as well as the regulations issued thereunder, except where prohibited by law;
(d) any and all claims for violation of any other applicable federal, state, county or local statuteslaw, ordinancesrule, regulation, or regulationsordinance as well as the regulations issued thereunder, except where prohibited by law;
(e) any and the law all claims for violation of any public policy, wrongful termination, breach of contract and or common-law tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to and
(A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (Bf) any claims for costs, fees, or other expenses including attorneys' fees. This release does not extend to any obligations incurred under this Agreement. The Parties agree that this release of claims shall not apply to any rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights or claims that cannot be released by Employee as a matter of law. In additionEmployee is not releasing any rights that Employee may have to be indemnified (including any right to reimbursement of expenses) arising under applicable law, Executive shall be required to extend the release Company's certificate of incorporation or by-laws (or similar constituent documents of the Company), any indemnification agreement between Employee and waiver the Company, or any directors' and officers' liability insurance policy of claims set forth the Company. Nothing in Section 7 of this Agreement (shall prevent Employee from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and the related representationsHousing, acknowledgementsor any other state fair employment agency, except that Employee hereby acknowledges and covenants as set forth agrees that Employee shall not recover any monetary benefits in connection with any such proceeding with regard to any claim released in this Agreement. Nothing in this Agreement shall prevent Employee from challenging the validity of the release in a legal or administrative proceeding. Employee acknowledges and agrees that any breach of this Paragraph 3, where the employee is found to be in breach by the competent authority with jurisdiction over the suit or arbitration case, shall entitle the Company immediately to recover the consideration discussed in Paragraph 2 above. In such event, Employee shall also be responsible to the Company for all costs, attorneys' fees and any and all damages incurred by the Company in (a) enforcing this obligation, including Sections 6, 9, 10 and 11 hereof) effective as the bringing of any suit or arbitration proceeding to recover the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier thanmonetary consideration, and not later than forty-five (45b) days following, the Separation Datedefending against a claim or suit or arbitration proceeding improvidently brought or pursued by Employee under this provision.
Appears in 1 contract
Samples: General Release of Claims (Brocade Communications Systems Inc)
Release of All Claims. In consideration for the promises and obligations set forth in this AgreementBorrower, the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, Parent and each Ratifying Subsidiary hereby, jointly and all of its/severally, unconditionally release and forever discharge Administrative Agent and each Lender and their current and former shareholdersrespective successors, officersassigns, agents, directors, supervisorsofficers, employees, affiliates, accountants, consultants, contractors, advisors and representativesattorneys (collectively, the "Benefited Parties") from all Claims (as defined below) and jointly and severally agree to indemnify the Benefited Parties, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of hold them (“Released Parties”), harmless from any and all charges, complaints, claims, losses, causes of action, costs and expenses of every kind or character in connection with the Claims. As used in this Amendment, the term "Claims" means any and all possible claims, demands, actions, causes of actions, costs, expenses and liabilities of any kind or nature whatsoever, known or unknown, suspected at law or unsuspected (hereinafter referred to as “claim” in equity, originating in whole or “claims”)in part, that the Executive at which Borrower, Parent or any time had Ratifying Subsidiary, or claimed to have any of their agents, employees or that the Executive affiliates may now or hereafter have or claim to have regarding against any matter as of the date Benefited Parties and irrespective of this Agreementwhether any such Claims arise out of contract, includingtort, without limitationviolation of Law or otherwise in connection with any of the Credit Documents or the TROL Financing, including any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the maximum rate on interest chargeable under applicable Law and all claims related to any loss, cost or damage, of any kind or character, arising out of or in any manner incidental to way connected with or in any way resulting from the Executive’s employment actions or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII omissions of the Civil Rights Act Benefited Parties, including any breach of 1964fiduciary duty, breach of any duty of good faith or fair dealing, breach of confidence, breach of funding commitment other than the Americans with Disabilities express funding commitments contained in the Credit Agreement, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violations of the Racketeer Influenced and Corrupt Organizations Act, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander, conspiracy or any claim for wrongfully accelerating any obligations or wrongfully attempting to foreclose on any collateral. Borrower, Parent and each Ratifying Subsidiary, jointly and severally, agree that none of the Age Discrimination in Employment Act (“ADEA”)Benefited Parties have fiduciary or similar obligations to Borrower, the Family Parent or any agents, employees or affiliates of Borrower or Parent and Medical Leave Actthat their relationships are strictly that of creditor and debtor. This release is accepted by Administrative Agent and each Lender pursuant to this Amendment and shall not be construed as an admission of liability by Administrative Agent, common law and any and all other applicable federal, state, county Lender or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation DateBenefited Party.
Appears in 1 contract
Samples: First Amended and Restated Credit Agreement (Ultrak Inc)
Release of All Claims. In consideration for the promises benefits described in Sections 2(a)-(c) of this Agreement, to which Employee acknowledges and obligations set forth agrees he would not be entitled without participating in this Agreement, Employee agrees to the Executive hereby irrevocablyfollowing:
(a) Employee, unconditionallyon behalf of himself and his heirs, assigns and fully releases the Companyestate, RRI, each member of the Company Group, hxxxxx agrees to and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from does forever give up any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs (except as otherwise provided hereunder), losses, debts and liabilities expenses (including attorney’s fees and costs actually incurred), of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected (hereinafter referred to as collectively, “claim” or “claimsClaims”), ) that the Executive at any time had or claimed to have or that the Executive he may have against UHS including its ultimate corporate parent, Universal Health Services, Inc, and any and all subsidiaries thereof, affiliates, divisions, controlling or claim related entities, predecessors, successors, and all of their past, present, and future officers, directors, partners, shareholders, owners, employees, agents, representatives, insurers, employee benefit plans (including such plans’ sponsors, administrators and fiduciaries) (collectively, the “Releasees”) relating to have regarding any matter Employee’s terms and conditions of employment and his separation from employment as of the date of Employee executes this Agreement, including, without limitation, . This means that Employee is agreeing to release and forever discharges the Employer and the Releasees from any and all claims related to or in any manner incidental Claims, including but not limited to the Executive’s employment following:
(i) all Claims for monetary recovery or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those other relief arising under any federal, state or local law prohibiting discrimination or retaliation based upon any protected characteristic or activity including but not limited to Title VII of the Civil Rights Act of 1964, as amended; Sections 1981 through 1988 of Title 42 of the United States Code; the Americans with Disabilities Act, as amended; the Equal Pay Act, as amended; the Age Discrimination in Employment Act Act, as amended (“ADEA”); the Older Workers Benefit Protection Act (“OWBPA”) the Genetic Information Nondiscrimination Act of 2008 (“GXXX”); and/or any other federal or state human rights, “whistleblower” and/or any other federal, state or local laws or regulations prohibiting employment discrimination or protecting employee rights;
(ii) all Claims for monetary recovery or other relief arising under any federal, state or local law governing leaves, the payment of wages, benefits, and other compensation, and/or governing workplace safety, health, working standards and conditions (e.g. meal periods), including but not limited to all Claims arising under the Family and Medical Leave Act, the Occupational Health and Safety Act, as amended, the Workers Adjustment and Retraining Notification Act (WARN), and the Employee Retirement Income Security Act (except for any vested benefits under any tax qualified benefit plan), or any other claims arising under any other federal, state or local law, regulation or ordinance;
(iii) all claims based upon public policy, contract, tort, or common law law, including but not limited to, all Claims for wrongful termination, invasion of privacy, defamation, breach of contract (including without limitation the Offer Letter and any other agreement between the Parties), interference with business or contractual relations, and infliction of emotional distress and any allegation for costs, fees, or other expenses, including attorneys' fees incurred in these matters;
(iv) all claims, complaints or actions under the jurisdiction of federal, state or local departments of public health or other applicable federal, state or local administrative or regulatory agencies and any matter under the jurisdiction of The Joint Commission or similar deeming agency; and
(v) all Claims for monetary recovery or other relief arising under any federal, state, county or local statuteslaw prohibiting fraudulent conduct and/or the submission of false or fraudulent claims to a governmental entity, ordinances, or regulationsincluding but not limited to the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, and the law of contract and tort. The released claims also include claims of discrimination False Claims Act.
(b) Nothing contained in this Agreement limits Employee’s ability to file a charge or harassment on complaint with the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this AgreementEqual Employment Opportunity Commission, the Executive acknowledges National Labor Relations Board, the Occupational Safety and Health Administration or the Securities and Exchange Commission (“Government Agencies”). If any claim is not subject to release, to the extent permitted by law, you agree the consideration provided in this Agreement fully compensates you for such claims and that the Executive intends you waive any right or ability to waive and release all rights known be a class or unknown that Executive may have against the Released Parties under these and collective action representative or to otherwise participate in any other laws; provided that the Executive does not waive putative or release claims with respect to (A) certified class, collective or multi-party action or proceeding based on such a claim in which any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company GroupReleasees identified in this agreement is a party.
(c) Employee hereby forever releases and discharges UHS and the Releasees from any liability or obligation to reinstate him to employment or reemploy him in any capacity and Employee hereby agrees to not seek or apply for re-employment. Notwithstanding, which all parties acknowledge survives this provision, in the termination of the Executive’s employment pursuant to its termsevent that Employee is employed by an entity that is subsequently acquired by UHS, and (C) rights that canhe will not be released as a matter of law. In addition, Executive shall be required to extend the release and waiver resign nor be subject to immediate termination as a result of claims set forth in Section 7 of such acquisition.
(d) Both Parties acknowledge that this Agreement (and the related representationsdoes not limit either party’s right, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”)where applicable, to include all claims file or participate in an investigative proceeding of any federal, state or local governmental agency. To the extent permitted by law, Exxxxxxx agrees that if such an administrative claim is made, he shall not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page entitled to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Daterecover any individual monetary relief or other individual remedies.
Appears in 1 contract
Samples: Separation Agreement (Universal Health Services Inc)
Release of All Claims. (a) In consideration for the promises and obligations set forth severance benefits described in this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases including the Company’s agreement to enter into the Consulting Agreement, RRIto the fullest extent permitted by applicable law, each member you waive, release and promise never to assert any claims or causes of action, whether or not now known, against the Company Groupor its predecessors, and any affiliated entitiessuccessors or past or present subsidiaries, and each and all of its/their current and former shareholdersstockholders, directors, officers, employees, consultants, attorneys, agents, directorsassigns and employee benefit plans with respect to any matter, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them including (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding without limitation) any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of your employment with the Company. It is expressly understood by Company or the Executive termination of that among employment, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the various rights covenant of good faith and fair dealing and any claims being waived in this release include those arising of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities California Fair Employment and Housing Act, the Age Discrimination in Employment Act (“ADEA”)of 1967, the Family and Medical Leave Act, common law and any Americans with Disabilities Act and all other laws and regulations relating to employment. However, this release covers only those claims that arose prior to the execution of this Agreement and only those claims that may be waived by applicable federal, state, county or local statutes, ordinances, or regulations, and the law law. Execution of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive Agreement does not waive bar any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement or release claims with respect any claim to indemnification under Section 2802 of the California Labor Code. Notwithstanding the foregoing, you are not hereby releasing the Company from any of the following claims: (Aa) any rights that the Executive or claims for indemnification you may have pursuant to any payments written indemnification agreement with the Company to which you are a party, the charter, bylaws or benefits pursuant other governing documents of the Company, or under applicable law, or under directors and officers liability, errors and omissions or other insurance policies including any run-off endorsement relating thereto, or otherwise; (b) any rights or claims to Section 3 contribution you may have in the event of the entry of judgment against you as a result of any act or failure to act for which both you and the Company (or its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent or subsidiary entities, insurers, affiliates or assigns) are jointly responsible; or (c) any vested rights under a Company-sponsored benefit plan (in this regard, you acknowledge and agree that Paragraph 4 of this Agreement, Agreement accurately reflects the terms of your outstanding equity awards).
(Bb) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend you agree that the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth severance benefits described in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as the effectiveness of the Consulting Agreement, will be subject to your execution and delivery, and non-revocation, of the Release on or after your Separation Date (in accordance with the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Daterequirements of Paragraph 3 above.
Appears in 1 contract
Samples: Separation Agreement (INPHI Corp)
Release of All Claims. In consideration for receiving the promises and obligations set forth benefits described in this Agreement, the Executive hereby irrevocably, unconditionallySection 2 above, and fully releases to the Companyfullest extent permitted by applicable law, RRIyou hereby waive, each member release and promise never to assert any claims or causes of action, whether or not now known, against the Company Groupor its predecessors, and any affiliated entitiessuccessors or past or present subsidiaries, and each and all of its/their current and former shareholdersstockholders, directors, officers, employees, consultants, attorneys, agents, directorsassigns and employee benefit plans with respect to any matter, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them including (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding without limitation) any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of your employment with the Company. It is expressly understood by Company or the Executive termination of that among employment, claims for attorneysí fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the various rights covenant of good faith and fair dealing, claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”)New York State Human Rights Law, the Family New York Labor Law, and Medical Leave Act, common law and the New York City Human Rights Law; claims under any and all other applicable federal, state, county or and local statutes, ordinances, or regulations, and the law laws of contract any type; and tort. The released claims also include claims of discrimination for any compensation or harassment on the basis of workers’ compensation status, but do benefits not include workers’ compensation claims. By signing specifically referenced in this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known including claims under your November 6, 2009 offer letter or unknown that Executive may have against the Released Parties under these and any other laws; provided that employment agreement or offer letter with the Executive Company, the Etsy, Inc. Severance Plan, the Company's Change in Control Severance Plan, or any other Company incentive plan, bonus plan, or severance plan. Execution of this Agreement does not waive or release claims with respect to bar (Ai) any rights claim that the Executive may have to any payments or benefits pursuant to Section 3 arises hereafter, including (without limitation) a claim for breach of this Agreement, (Bii) any claims rights you may already have to be indemnified and/or advanced or rights under the indemnification policy of reimbursed expenses pursuant to any member corporate document of the Company Groupor its affiliates or applicable law, which all parties acknowledge survives including the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Indemnification Agreement (between you and the related representationsCompany dated May 3, acknowledgements2017 (the "Indemnification Agreement"), or your right to be covered under any applicable directors' and covenants as officers' liability insurance policies, (iii) any rights to the benefits set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof(iv) effective as any rights to vested equity awards and any rights under any benefit plans of the Separation Date (Company under which you have a vested benefit and for which amounts are payable after the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Effective Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, The Company is not earlier than, and not later than forty-five (45) days following, the Separation Dateaware of any pending claims against you.
Appears in 1 contract
Samples: Resignation Agreement (Etsy Inc)
Release of All Claims. In consideration for receiving the promises severance benefits described in Paragraphs 4, 5 and obligations set forth in this Agreement6 above, to the Executive hereby irrevocablyfullest extent permitted by law, unconditionallyyou waive, release and fully releases the Companypromise never to assert any claims or causes of action, RRIwhether or not now known, each member of against the Company Groupor its predecessors, and any affiliated entitiessuccessors or past or present subsidiaries, and each and all of its/their current and former shareholdersstockholders, directors, officers, employees, consultants, attorneys, agents, directorsassigns and employee benefit plans with respect to any matter, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them including (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding without limitation) any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of your employment with the Company. It is expressly understood by Company or the Executive termination of that among employment, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the various rights covenant of good faith and fair dealing and any claims being waived in this release include those arising of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities California Fair Employment and Housing Act, the Age Discrimination in Employment Act (“ADEA”)of 1967, the Family and Medical Leave Act, common law and any Americans with Disabilities Act and all other applicable federal, state, county or local statutes, ordinances, or regulations, laws and the law regulations relating to employment. Execution of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive Agreement does not waive bar any claim that arises thereafter, including (without limitation) a claim for breach of this Agreement or release claims with respect any claim to indemnification under Section 2801 of the California Labor Code. Notwithstanding the forgoing, you are not hereby releasing the Company from any of the following claims: (Aa) any rights that the Executive of claims for indemnification you may have to any payments or benefits pursuant to Section 3 the charter, bylaws, or other governing documents of this Agreementthe Company, or under applicable law, or under directors and officers liability, errors and omissions or other insurance policies including any run-off endorsement relating thereto, or otherwise; (Bb) any rights or claims to contribution you may have in the event of the entry of judgment against you as a result of any act or failure to act for which both you and the Company (or its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent or subsidiary entities, insurers, affiliates or assigns) are jointly responsible; or (c) any vested rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “BringCompany-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Datesponsored benefits plan.
Appears in 1 contract
Release of All Claims. In consideration for the promises and obligations set forth in this the Retirement Agreement dated as of September , 2018, by and among ADT, Inc. (“ADT”), The ADT Security Corporation (the “Company”), solely for purposes of Sections 3.E and 11, Prime Security Services TopCo Parent, L.P., a Delaware limited partnership (“TopCo”), and Xxxxxxx X. Xxxxx (“Xxxxx”) (the “Retirement Agreement”), the Executive Xxxxx hereby irrevocably, unconditionally, and fully releases TopCo Parent, L.P. (“TopCo”), ADT, the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive Xxxxx at any time had or claimed to have or that the Executive Xxxxx may have or claim to have regarding any matter as of the date of this AgreementRelease, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s Xxxxx’x employment or termination of employment with the Company. It is expressly understood by the Executive Xxxxx that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this AgreementRelease, the Executive Xxxxx acknowledges that the Executive Xxxxx intends to waive and release all rights known or unknown that Executive Xxxxx may have against the Released Parties under these and any other laws; provided that the Executive Xxxxx does not waive or release claims with respect to (A) any rights that the Executive he may have to any payments or benefits pursuant to Section 3 of this the Retirement Agreement, (B) any claims or rights under the indemnification policy of Topco, ADT, the Company, or any member of their respective subsidiaries in accordance with their respective operating agreements and in accordance with Section 9 of the Company GroupEmployment Agreement, which all parties acknowledge survives the termination of the Executive’s Xxxxx’x employment pursuant to its terms, (C) rights as an equityholder of TopCo and ADT, (D) any rights that Xxxxx has pursuant to the Retirement Agreement and any agreements governing his equity ownership, as applicable, and (CE) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.
Appears in 1 contract
Samples: Retirement Agreement (ADT Inc.)
Release of All Claims. In consideration for the promises 7.1 OTR does hereby fully, completely, finally and obligations set forth in this Agreementforever release, the Executive hereby irrevocablyrelinquish and discharge PFC and PFC's agents, unconditionallyemployees, and fully releases the Companyattorneys, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholdersdirectors, officers, agentsshareholders, directors, supervisors, employees, and representatives, and its/their successors and assignsassigns (collectively, the "RELEASEES") of and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, actions, causes of action, demands, offsets, rights, debts, agreements, promises, liabilities, damages, accountings, costs and liabilities of any kind or nature whatsoeverexpenses, whether known or unknown, suspected or unsuspected (unsuspected, of every kind and nature whatsoever which OTR has or may have against the RELEASEES, arising directly or indirectly out of any agreement, transaction, fact, act or omission whatsoever, whether known or unknown, howsoever and wheresoever occurring prior to the CLOSING DATE relating to the INDEBTEDNESS, such claims, actions, causes of action, demands, offsets, rights, debts, agreements, promises, liabilities, damages, accountings, costs and expenses being hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that "RELEASED CLAIMS."
7.2 It is the Executive may have or claim to have regarding any matter as intention of the date of this Agreement, including, without limitation, any and all claims related parties to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII that this AGREEMENT shall be effective as a full and final accord and satisfaction and release of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination each and every RELEASED CLAIM.
7.3 OTR hereby acknowledges that it may hereafter discover facts in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinancesaddition to, or regulationsdifferent from, and the law of contract and tort. The released claims also include claims of discrimination those which it now knows or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends believes to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims be true with respect to (A) the subject matter of this AGREEMENT and the RELEASED CLAIMS, but that notwithstanding the foregoing, it is their intention hereby to fully, finally, completely and forever settle and release each, every and all RELEASED CLAIMS, and that in furtherance of such intention, the releases herein given shall be and remain in effect as full and complete general releases, notwithstanding the discovery or existence of any rights that such additional or different facts.
7.4 OTR hereby warrants and represents to the Executive may have RELEASEES that, as to any payments or benefits pursuant to Section 3 RELEASED CLAIM, each of this Agreementthem is the sole and absolute owner thereof, (B) any claims or free and clear of all of the rights under the indemnification policy and interest of any member of other person therein and has the Company Groupright, which all parties acknowledge survives ability and the termination of the Executive’s employment pursuant sole power to its terms, release such RELEASED CLAIM.
7.5 OTR acknowledges and (C) rights confirms that cannot be released as a matter of law. In addition, Executive shall be required it has been advised by counsel with respect to extend the release contained herein. OTR is executing this release voluntarily and waiver with full knowledge of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateits significance.
Appears in 1 contract
Release of All Claims. a. In consideration of and in return for the promises and obligations set forth covenants undertaken in this Agreement, the Executive and for other good and valuable consideration, receipt of which is hereby irrevocablyacknowledged, unconditionallyXXXXXX hereby acknowledges full and complete satisfaction of and does hereby release, absolve and fully releases the Companydischarge GREEN DOT and its affiliated companies, RRIincluding, each member of the Company Grouptheir parents, members, subsidiaries, divisions, branches, related companies and any affiliated entitiesbusiness concerns, past and present, and each and all of its/their current and former shareholdersthem, as well as each of its officers, partners, trustees, directors, officers, agents, directorsattorneys, supervisors, servants and employees, past and representatives, present and its/their successors and assigns, and all persons acting by, though, under, or in concert with any each of them (collectively referred to as “Released PartiesReleasees”), ) from any and all charges, complaints, claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, grievances, wages, vacation payments, severance payments, obligations, commissions, overtime payments, debts, profit sharing claims, expenses, damages, judgments, orders and liabilities of any whatever kind or nature whatsoeverin state or federal law, equity or otherwise, whether known or unknown (collectively, the “Claims”), which XXXXXX now owns or holds or has at any time owned or held as against GREEN DOT or the Releasees, including specifically but not exclusively and without limiting the generality of the foregoing, any and all claims known or unknown, suspected or unsuspected (hereinafter referred to as “claim” arising out of XXXXXX'x employment with GREEN DOT or “claims”)his separation of employment, that resulting from any act or omission by or on the Executive at any time had part of GREEN DOT or claimed to have the Releasees, committed or that omitted by GREEN DOT or the Executive may have Releasees on or claim to have regarding any matter as before the date this Agreement is executed by XXXXXX. Also, without limiting the generality of the date of this Agreementforegoing, includingXXXXXX specifically releases GREEN DOT and its Releasees from any claim for attorneys' fees. XXXXXX ALSO SPECIFICALLY AGREES AND ACKNOWLEDGES HE IS WAIVING ANY RIGHT TO RECOVERY BASED ON STATE OR FEDERAL AGE, without limitationSEX, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION, TITLE VII of the Civil Rights Act of OF THE CIVIL RIGHTS ACT OF 1964, the Americans with Disabilities ActTHE AGE DISCRIMINATION IN EMPLOYMENT ACT, the Age Discrimination in Employment Act (“ADEA”)THE EQUAL PAY ACT, the Family and Medical Leave ActTHE AMERICANS WITH DISABILITIES ACT AND THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, common law and any and all other applicable federalOR BASED ON THE FAMILY AND MEDICAL LEAVE ACT, stateTHE CALIFORNIA FAMILY RIGHTS ACT, county or local statutesTHE EMPLOYEE RETIREMENT INCOME SECURITY ACT, ordinancesTHE WORKER ADJUSTMENT RETRAINING AND NOTIFICATION ACT, or regulationsTHE FAIR LABOR STANDARDS ACT, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation statusTHE CALIFORNIA LABOR CODE, but do not include workers’ compensation claims. By signing this AgreementALL AS AMENDED, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation DateWHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY XXXXXX OR BY A GOVERNMENTAL AGENCY.
Appears in 1 contract
Release of All Claims. Employee acknowledges that the payments and benefits described in this Agreement exceed any amount to which Employee would be entitled under Iomega's standard policies, procedures and benefits program. In consideration for entering into this Agreement and for the payments and other promises by Iomega stated herein, Employee for himself and obligations set forth in this Agreementon behalf of Employee's heirs, the Executive hereby irrevocablyagents, unconditionallysuccessors, assigns and all affiliated persons, both past and present, waives all claims against and releases, waives, acquits and forever discharges Iomega and its officers, directors, shareholders, agents, employees, representatives, and fully releases the Companyall parent, RRIsubsidiary and affiliated companies, each member of the Company Grouptogether with their employees, officers, directors and any affiliated entitiesshareholders, and each and all of its/their current Iomega's predecessors and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“hereinafter referred to as "Released Parties”"), from any and all charges, complaintsliabilities, claims, actions, causes of action, injuries, wages and liabilities compensation and/or damages of any kind or nature whatsoeverand character, including, without limitation, all claims by Employee for wages, salary, bonuses, commissions, vacation pay, Separation Pay, reimbursement for expenses, attorneys' fees and costs (except for workers' compensation insurance benefits), and from all claims based upon matters relating in any way to Employee's employment, conditions of employment and/or termination of employment with Iomega, whether known or unknown, suspected or unsuspected (hereinafter referred unsuspected, up to and including the date on which Employee signs this Agreement. This waiver and release includes but is not limited to a release of all wrongful termination claims, all claims under state and federal discrimination laws, including, but not limited to, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act, Americans with Disabilities Act, California Fair Employment and Housing Act and any other federal or state discrimination laws. Notwithstanding the foregoing, nothing in this Agreement shall be construed as “a waiver or release of rights to enforce the provisions of this Agreement. THIS MEANS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE WILL HAVE WAIVED ANY RIGHT TO BRING A LAWSUIT, CLAIM OR ACTION AGAINST IOMEGA BASED ON ANY ACTIONS TAKEN UP TO THE DATE AND TIME OF SIGNING THIS AGREEMENT, AND WILL HAVE RELEASED IOMEGA FROM ANY AND ALL CLAIMS OF ANY NATURE RELATING TO EMPLOYEE'S EMPLOYMENT, ARISING UP TO THE DATE AND TIME OF SIGNING THIS AGREEMENT. The parties acknowledge that this is a full and final release, and that Employee intends and expressly agrees that it shall be effective as a bar to each and every claim” or “claims”), that demand and cause of action the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter employee has against Iomega as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.
Appears in 1 contract
Samples: Separation Agreement (Iomega Corp)
Release of All Claims. And Potential Claims Against Company and -------------------------------------------------------------- Covenant Not To Sue. ------------------- In consideration for of xxx payments made to him by Company and the other covenants and promises and obligations set forth contained in this Agreement, Stewart, with the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member intention of the Company Group, and any affiliated entities, and each binding himself and all of its/their current his heirs, xxxxxxors, administrators and former shareholdersassigns, does hereby release, remise, acquit and forever discharge Company and all of its past and present officers, directors, stockholders, employees, agents, directorsparent corporations, supervisorspredecessors, employeessubsidiaries, and representativesaffiliates, and its/their successors and estates, successors, assigns, partners and all persons acting by, though, under, or in concert with any of them attorneys (“Released Parties”), hereinafter "Releasees") from any and all claims, charges, complaintsactions, claimscauses of action, and sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities of any kind or nature (hereinafter collectively referred to as "Claims") whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (hereinafter referred to unsuspected, which Stewart, individually or as “claim” a member of any class, now has, owns or “claims”), that the Executive xxxxx xr has at any time had heretofore ever had, owned or claimed to have held against Company or that the Executive may have or claim to have regarding any matter as of the date Releasees, including but not limited to those Claims arising out of this Agreementor in any way connected with Stewart's employment with Company or any of the other Releasees or txx xxxxxxation of any such employment relationship. This release and covenant not to sue includes, includingbut is not limited to, without limitationclaims for infliction of emotioxxx distress, claims for defamation, claims for personal injury of any kind, claims for breach of contract, claims for harassment and claims arising under federal, state or local laws prohibiting employment discrimination and claims growing out of any legal restrictions on Company's rights to terminate its employees or to take any other employment action, whether statutory, contractual or arising under common law or case law. Stewart specifically acxxxxxxxges and agrees that his release and covenant not to sue includes, but is not limited to, any and all claims related to or in any manner incidental to the Executive’s rights under federax xnd state employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, laws including without limitation the Age Discrimination in Employment Act of 1967 (“"ADEA”"), as amended, 29 U.S.C. ss. 621, et seq., the Civil Rights Act of 1964 ("Title VII"), as amended (including amendments made through the Civil Rights Act of 1991), 42 U.S.C. ss. 2000e, et seq., 42 U.S.C. ss. 1981, as amended, the Americans With Disabilities Act ("ADA"), as amended, 42 U.S.C. ss. 12101, et seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. ss. 701, et seq., the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended, 29 U.S.C. ss. 301, et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. ss. 2101, et seq., the Family and Medical Leave ActAct of 1993 ("FMLA"), common law and any as amended, 29 U.S.C. ss. 2601 et seq., the Fair Labor Standards Act ("FLSA"), as amended, 29 U.S.C. ss. 201 et seq. the Employee Polygraph Protection Act of 1988, 29 U.S.C. ss. 2001, et seq., and all other applicable federal, state, county or local statutes, ordinances, or regulations, state and the law federal workers' compensation laws. Stewart warrants that he has not filed any type of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have claim against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation DateComxxxx.
Appears in 1 contract
Samples: Severance and Consulting Agreement (LHC Group, Inc)
Release of All Claims. In consideration for the promises and obligations set forth in this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.
Appears in 1 contract
Samples: Severance Agreement (Red Robin Gourmet Burgers Inc)
Release of All Claims. In consideration for You irrevocably and unconditionally release and forever discharge the promises and obligations set forth in this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each and SolarWinds Releasees from all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities claims of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive which you at any time had or claimed to have or that the Executive which you may have or claim to have regarding any matter events that have occurred as of the date of your execution of this Letter Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of your employment with SolarWinds, any and all claims based upon your Employment Agreement or any other agreement you have with the Company. It is expressly understood SolarWinds Releasees (except with regard to any claims arising after the date of this Letter Agreement for which you claim indemnification under the Indemnification Agreement dated December 15, 2008 with SolarWinds), written or oral, as well as any and all claims based upon contract, fraud, equity, tort, discrimination, harassment, retaliation, wrongful termination, personal injury, constructive discharge, emotional distress, public policy, wage and hour law, defamation, claims for debts, accounts, attorneys’ fees, compensatory damages, punitive damages, and/or liquidated damages, any claims arising out of your participation in any incentive, stock, or option plan maintained by any of the Executive that among the various rights SolarWinds Releasees, and any and all claims being waived in this release include those arising under the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, all claims under 42 U.S.C. 1981, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Occupational Safety and Health Act, the Workers Adjustment Retraining and Notification Act, the Texas Commission on Human Rights Act, the Texas Labor Code, and any other federal, state, or local statute governing employment, as such statutes may have been or may be amended from time to time, to the maximum extent such released claims are permitted by law. SolarWinds irrevocably and unconditionally release and forever discharges you from all claims of any kind or nature whatsoever, known or unknown, suspected or unsuspected which it at any time had or claimed to have or which it may have or claim to have regarding events that have occurred as of the date of its execution of this Letter Agreement, including, without limitation, any and all claims related or in any manner incidental to your employment with SolarWinds, any and all claims based upon your Employment Agreement or any other agreement you have with the SolarWinds Releasees, written or oral, as well as any and all claims based upon contract, fraud, equity, tort, discrimination, harassment, retaliation, wrongful termination, personal injury, constructive discharge, emotional distress, public policy, wage and hour law, defamation, claims for debts, accounts, attorneys’ fees, compensatory damages, punitive damages, and/or liquidated damages, and any and all claims arising under the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law Title VII of the Civil Rights Act of 1964, all claims under 42 U.S.C. 1981, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Occupational Safety and Health Act, the Workers Adjustment Retraining and Notification Act, the Texas Commission on Human Rights Act, the Texas Labor Code, and any and all other applicable federal, state, county or local statutesstatute governing employment, ordinancesas such statutes may have been or may be amended from time to time, or regulations, and to the law of contract and tort. The maximum extent such released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of are permitted by law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.
Appears in 1 contract
Release of All Claims. In consideration for the promises and obligations set forth in this Agreement, the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”), that the Executive at any time had or claimed to have or that the Executive may have or claim to have regarding any matter as of the date of this Agreement, including, without limitation, any and all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, common law and any and all other applicable federal, state, county or local statutes, ordinances, or Doc#: US1:12674436v6 regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Date.
Appears in 1 contract
Samples: Retirement Agreement (Red Robin Gourmet Burgers Inc)
Release of All Claims. In consideration for CEO has elected to receive the promises and obligations set forth Benefits and, in this Agreementexchange, CEO agrees that the Executive hereby irrevocably, unconditionally, and fully releases the Company, RRI, each member Benefits are being paid by Sound Transit in full satisfaction of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from any and all charges, complaints, claims, and liabilities liabilities, demands or causes of any kind or nature whatsoeveraction, whether known or unknown, suspected made individually, derivatively or unsuspected (hereinafter referred to as “claim” or “claims”)a member of a class, that the Executive at any time had or claimed to have or that the Executive CEO may have or claim to have regarding against Sound Transit, any matter as related entities, affiliates and joint ventures and all officers, board members, supervisors, agents, employees, attorneys, representatives, insurers, benefit plans or anyone else against whom CEO could assert a claim based on CEO's employment with Sound Transit or the termination of the date of this Agreementthat employment, including, without limitation, including but not limited to any claims for additional compensation in any fonn or damages. Sound Transit also agrees to voluntarily waive any and all claims related to it may have against CEO based upon CEO's employment with Sound Transit or in any manner incidental to the Executive’s employment or termination of that employment with and it voluntarily and expressly, fully and forever releases CEO from any and all such claims. By signing this Release, CEO knowingly, voluntarily and expressly, fully and forever releases Sound Transit and the Company. It is expressly understood by others named above from any and all such claims, whether for discrimination, breach of contract, or any other claim for relief or remedy (including fees, costs and expenses) under any city, state, local or federal laws, including but not limited to, claims under the Executive that among the various rights and claims being waived Age Discrimination in this release include those arising under Employment Act, Title VII of the Civil Rights Act of 1964of1964, the Equal Pay Act, the Americans with Disabilities Act, the Age Discrimination in Older Workers' Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act of 1973, the Uniformed Services Employment Act (“ADEA”)and Reemployment Rights Act, the Fair Labor Standards Act, Executive Order 11246, the Family and Medical Leave Act, common law and any and the CEO Retirement Income Security Act of 1974 (other than claims for vested benefits), all other applicable federal, state, county or local statutes, ordinances, or regulationsas amended, and the law of contract civil rights, employment and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy labor laws of any member of city, locality, state and the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its termsUnited States, and (C) rights CEO agrees and promises, on his own behalf and on behalf of his heirs, executors, administrators, successors and assigns, that canhe shall not be released as a matter of law. In additionfile any charge, Executive shall be required to extend the release and waiver of claims set forth lawsuit or other action asserting any such claim in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateany forum.
Appears in 1 contract
Samples: Employment Agreement
Release of All Claims. In consideration Employee does hereby for the promises himself and obligations set forth in this Agreementfor each of his past, the Executive hereby irrevocablypresent and future heirs, unconditionallyadministrators, executors, representatives, agents, attorneys, assigns and fully releases all others claiming by or through him or them, forever release and discharge the Company, RRIand its past, each member of the Company Grouppresent and future shareholders, and any affiliated entitiesrepresentatives, and each and all of its/their current and former shareholdersagents, servants, parents, subsidiaries, affiliates, divisions, officers, agents, directors, supervisors, employees, and representativesinsurers, and its/their successors and assignssuccessors, predecessors, administrators, attorneys, assigns and all persons acting by, though, under, others claiming by or in concert with any of through them (hereinafter “the Released Parties”), ) from any and all charges, complaints, claims, demands, judgments, actions, causes of action, damages, debts, agreements, remedies, promises, suits, losses, obligations, expenses, costs, attorneys’ fees, liabilities and liabilities claims for relief of any every kind and nature, whether matured or nature whatsoeverunmatured, known or unknown, suspected direct or unsuspected (hereinafter referred to as “claim” indirect, foreseen or “claims”)unforeseen, vested or contingent, in law, equity or otherwise, under any federal or state statute or common law, which Employee has ever had, now has, or may have in the future, against any of the Released Parties for or on account of any matter, cause or thing whatsoever that the Executive at any time had was or claimed to could have been asserted or that the Executive may have or claim occurred prior to have regarding any matter as of the date of Employee signing this Agreement, including, . This release shall include without limitation, any and limitation all claims related to or in any manner incidental to the Executive’s employment or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act of 1993, the Ohio Civil Rights Act, common any claim for unpaid wages, and any other federal and state civil rights laws or laws relating to employment. The parties exclude from Employee’s release all obligations expressly created or preserved by this Agreement, all rights Employee would have absent this Agreement in restricted shares or stock options he currently owns, including all rights to exercise such options subsequent to the Separation Date, and all funds and rights Employee has in any pension, 401(K), non-qualified plan or similar plan and any right Employee has to be indemnified (or advanced expenses) under the Company’s or any affiliate’s corporate documents, or if greater, under applicable law and to be covered under any applicable directors’ and officers’ liability insurance policies (collectively referred to as “unreleased rights”). Any unreleased rights of Employee shall be subject to the procedures, requirements, limitations, conditions and/or prerequisites set forth in any plan governing said rights. The Company does hereby, on behalf of itself and its agents, parents, subsidiaries, affiliates, divisions, officers, directors, employees, predecessors, successors and assigns, forever release, requite, and discharge Employee and his heirs, administrators, executors, agents and assigns (“Employee Released Parties”), from any and all other applicable federalcharges, stateclaims, county demands, judgments, actions, causes of action, damages, expenses, costs, attorneys’ fees and liabilities of any kind whatsoever, whether known or local statutesunknown, ordinancesvested or contingent, in law, equity or otherwise, which the Company ever had, now has, or regulations, and the law of contract and tort. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may hereafter have against the Released Parties under these and any other laws; provided that the Executive does not waive Employee for or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy on account of any member of matter, cause or thing whatsoever which has occurred prior to the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that cannot be released as a matter of law. In addition, Executive shall be required to extend the release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Effective Date.
Appears in 1 contract
Release of All Claims. In consideration for the promises a. You, on behalf of yourself and obligations set forth in this Agreementyour heirs, the Executive assigns and estate, hereby irrevocably, unconditionally, agree to and fully releases the Company, RRI, each member of the Company Group, and any affiliated entities, and each and all of its/their current and former shareholders, officers, agents, directors, supervisors, employees, and representatives, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (“Released Parties”), from do forever give up any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs (except as otherwise provided hereunder), losses, debts and liabilities expenses (including attorney’s fees and costs actually incurred), of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected (hereinafter referred to as collectively, “claim” or “claimsClaims”), ) that the Executive at any time had or claimed to have or that the Executive you may have against the Employer including its ultimate corporate parent, Universal Health Services, Inc, and any and all subsidiaries, affiliates, divisions, controlling or claim to have regarding any matter related entities, predecessors, successors, and all of their past, present, and future officers, directors, partners, shareholders, owners, employees, agents, representatives, insurers, employee benefit plans (including such plans’ sponsors, administrators and fiduciaries) (the “Releasees”) relating your terms and conditions of employment and your termination or separation from employment as of the date of you execute this Agreement, including, without limitation, . This means that you are agreeing to release and discharge the Employer and the Releasees from any and all claims related to or in any manner incidental Claims, including but not limited to the Executive’s employment following:
i. all Claims for monetary recovery or termination of employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this release include those other relief arising under any federal, state or local law prohibiting discrimination or retaliation based upon any protected characteristic or activity including but not limited to Title VII of the Civil Rights Act of 1964, as amended; Sections 1981 through 1988 of Title 42 of the United States Code; the Americans with Disabilities Act, as amended; the Equal Pay Act, as amended; the Age Discrimination in Employment Act Act, as amended (“ADEA”); the Genetic Information Nondiscrimination Act of 2008 (“XXXX”); and/or any other federal or state human rights, “whistleblower” and/or any other federal, state or local laws or regulations prohibiting employment discrimination or protecting employee rights;
ii. all Claims for monetary recovery or other relief arising under any federal, state or local law governing leaves, the payment of wages, benefits, and other compensation, and/or governing workplace safety, health, working standards and conditions (e.g. meal periods), including but not limited to all Claims arising under the Family and Medical Leave Act, the Occupational Health and Safety Act, as amended, the Workers Adjustment and Retraining Notification Act (WARN), and the Employee Retirement Income Security Act (except for any vested benefits under any tax qualified benefit plan), or any other claims arising under any other federal, state or local law, regulation or ordinance;
iii. all claims based upon public policy, contract, tort, or common law law, including but not limited to, all Claims for wrongful termination, invasion of privacy, defamation, breach of contract, interference with business or contractual relations, and infliction of emotional distress and any allegation for costs, fees, or other expenses, including attorneys' fees incurred in these matters;
iv. all claims, complaints or actions under the jurisdiction of federal, state or local departments of public health or other federal, state or local administrative or regulatory agencies and any matter under the jurisdiction of The Joint Commission or similar deeming agency; and
v. all Claims for monetary recovery or other applicable relief arising under any federal, state, county or local statuteslaw prohibiting fraudulent conduct and/or the submission of false or fraudulent claims to a governmental entity, ordinances, or regulationsincluding but not limited to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and the law of contract and tortFalse Claims Act.
vi. The released claims also include claims of discrimination Nothing contained in this Agreement limits Employee’s ability to file a charge or harassment on complaint with the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing this AgreementEqual Employment Opportunity Commission, the Executive acknowledges that National Labor Relations Board, the Executive intends Occupational Safety and Health Administration or the Securities and Exchange Commission (“Government Agencies”).
b. If any claim is not subject to release, to the extent permitted by law, you agree the consideration provided in this agreement fully compensates you for such claims and waive and release all rights known any right or unknown that Executive may have against the Released Parties under these and ability to be a class or collective action representative or to otherwise participate in any other laws; provided that the Executive does not waive putative or release claims with respect to (A) certified class, collective or multi-party action or proceeding based on such a claim in which any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) any claims or rights under the indemnification policy of any member of the Company GroupReleasees identified in this agreement is a party.
c. You hereby forever release and discharge Employer and the Releasees from any liability or obligation to reinstate you to employment or reemploy you in any capacity and you hereby agree to not seek or apply for re-employment. Notwithstanding, which all parties acknowledge survives this provision, in the termination of the Executive’s employment pursuant to its termsevent that Employee is employed by an entity that is subsequently acquired by Universal Health Services, and (C) rights that canInc., she will not be released as a matter of law. In addition, Executive shall be required to extend the resign nor be subject to immediate termination as a result of such acquisition.
d. The foregoing release and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) is effective as of the Separation Date (the “Bring-Down Release”), up to include all claims not otherwise excluded from such release arising through and including the Separation Datedate you sign this Agreement. Such extension In order to receive the consideration provided in Section 1, you are required to sign the Supplemental Release Addendum attached hereto as Exhibit 1 on or after your last day of employment, without revoking it.
e. Both Parties acknowledge that this agreement does not limit either party’s right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. To the extent permitted by law, you agree that if such an administrative claim is made, you shall not be effected by Executive re-executing the signature page entitled to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Daterecover any individual monetary relief or other individual remedies.
Appears in 1 contract
Samples: Employment Agreement (Universal Health Services Inc)
Release of All Claims. In consideration for the promises severance benefits referenced above, I hereby generally and obligations set forth in this Agreement, completely release the Executive hereby irrevocably, unconditionallyCompany and its affiliates, and fully releases the Companyits and their parents, RRIsubsidiaries, each member of the Company Groupsuccessors, predecessors and affiliates, and any affiliated entitiesits and their partners, and each and all of its/their current and former shareholdersmembers, directors, officers, employees, stockholders, shareholders, agents, directorsattorneys, supervisorspredecessors, employeesinsurers, affiliates and representativesassigns (collectively, and its/their successors and assigns, and all persons acting by, though, under, or in concert with any of them (the “Released Parties”), of and from any and all charges, complaints, claims, liabilities and liabilities of any kind or nature whatsoeverobligations, both known or and unknown, suspected that arise out of or unsuspected (hereinafter referred are in any way related to as “claim” events, acts, conduct, or “claims”), that the Executive omissions occurring at any time had prior to or claimed to have or that the Executive may have or claim to have regarding any matter as of on the date I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of this Agreementor in any way related to my employment with the Company and its affiliates, includingor their affiliates, without limitation, any and or the termination of that employment; (b) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in any manner incidental to the Executive’s employment Company and its affiliates, or termination their affiliates; (c) all claims for breach of employment with contract, wrongful termination, and breach of the Company. It is expressly understood by the Executive that among the various rights implied covenant of good faith and fair dealing; (d) all tort claims, including claims being waived for fraud, defamation, emotional distress, and discharge in this release include those violation of public policy; and (e) all federal, state, provincial and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under Title VII of the Civil Rights Act of 1964, ; the Americans with Disabilities Act, Act of 1990; the Age Discrimination in Employment Act (“ADEA”), ; the Employee Retirement Income Security Act of 1974; the Family and Medical Leave Act (“FMLA”); the National Labor Relations Act, common law ; the Worker Adjustment and Retraining Notification Act; the California Labor Code; the California Fair Employment and Housing Act (Cal. Gov’t Code §12900 et seq.); the California Family Rights Act (Cal. Gov. Code §12945.2); the California Spousal Military Leave Law (Cal. Mil. & Vet. Code §395.10); the California WARN Act (Cal. Lab. Code §1400 et seq.); including all claims arising under California state laws and all municipal laws or ordinances within that jurisdiction; and any and all other applicable federal, state, county or local statutes, ordinances, or regulations, and amendments to the law of contract and tortforegoing. The released claims also include claims of discrimination or harassment on the basis of workers’ compensation status, but do not include workers’ compensation claims. By signing Excluded from this Agreement, the Executive acknowledges that the Executive intends to waive and release all rights known or unknown that Executive may have against the Released Parties under these and any other laws; provided that the Executive does not waive or release claims with respect to (A) any rights that the Executive may have to any payments or benefits pursuant to Section 3 of this Agreement, (B) Release are any claims or rights under the indemnification policy of any member of the Company Group, which all parties acknowledge survives the termination of the Executive’s employment pursuant to its terms, and (C) rights that by law cannot be released as waived in a matter of law. In addition, Executive shall be required to extend the release private agreement between an employer and waiver of claims set forth in Section 7 of this Agreement (and the related representations, acknowledgements, and covenants as set forth in this Agreement, including Sections 6, 9, 10 and 11 hereof) effective as of the Separation Date (the “Bring-Down Release”), to include all claims not otherwise excluded from such release arising through and including the Separation Date. Such extension shall be effected by Executive re-executing the signature page to this Agreement where indicated, not earlier than, and not later than forty-five (45) days following, the Separation Dateemployee.
Appears in 1 contract