Release of Claims and Covenant Not to Sue. Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company, any of its direct or indirect subsidiaries or affiliates, and any of its or their current and former officers, directors, equityholders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “Releasees”) related to Executive’s employment with the Company or its subsidiaries or termination therefrom. Executive, on Executive’s own behalf and on behalf of any of Executive’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Executive signs this Agreement relating to Executive’s employment with the Company or its subsidiaries or termination therefrom, including, without limitation: (a) any and all claims relating to or arising from Executive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries and the termination of that relationship; (b) any and all claims relating to, or arising from, Executive’s right to receive or purchase, or actual purchase of, any shares of stock, restricted stock units, stock options or other equity interests of the Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state law, and securities fraud under any state or federal law; provided, however, that Executive is not waiving hereby any claims related to the Amended Stock Restriction Agreement; (c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; (d) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; and the Xxxxxxxx-Xxxxx Act of 2002; (e) any and all claims for violation of the federal or any state constitution; (f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; (g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; (h) any and all claims arising out of the wage and hour and wage payments laws and regulations of the state or states in which Executive has provided service to the Company or any of its affiliates; and (i) any and all claims for attorneys’ fees and costs. Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Executive hereby acknowledges that Executive is aware of the principle that a general release does not extend to claims that the releasor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the releasee. With knowledge of this principle, Executive xxxxxx agrees to expressly waive any rights Executive may have to that effect. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation and any right to receive an award for information provided thereunder, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company for discrimination (with the understanding that Executive’s release of claims herein bars Executive from recovering such monetary relief from the Company or any Releasee for any alleged discriminatory treatment), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Executive’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and Executive’s right under applicable law. This release further does not release claims for breach of Section 3(c) of the Employment Agreement. The Parties acknowledge and agree that nothing in this Agreement shall be construed as a waiver, release, or limitation of any rights or claims for indemnification to which Executive is entitled under applicable law or the Indemnification Agreement between the Parties dated August 16, 2024 (the “Indemnification Agreement”). The Company further agrees that its obligations under the Indemnification Agreement shall remain in full force and effect following the termination of Executive’s employment, in accordance with the terms and conditions of the Indemnification Agreement, including but not limited to any rights to indemnification for acts or omissions occurring during Executive’s tenure with the Company or while providing services to the Company under the Consulting Agreement.
Appears in 1 contract
Release of Claims and Covenant Not to Sue. Executive Employee agrees that that, other than with respect to the Retained Claims, the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive Employee by the Company, any of its direct or indirect subsidiaries or affiliates, and any of its or their current and former officers, directors, equityholders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “Releasees”) related to ExecutiveEmployee’s employment with the Company or its subsidiaries or termination therefrom. ExecutiveEmployee, on ExecutiveEmployee’s own behalf and on behalf of any of ExecutiveEmployee’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Executive Employee signs this Agreement relating to ExecutiveEmployee’s employment with the Company or its subsidiaries or termination therefrom, including, without limitation:
(a) any and all claims relating to or arising from ExecutiveEmployee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries and the termination of that relationship;
(b) any and all claims relating to, or arising from, ExecutiveEmployee’s right to receive or purchase, or actual purchase of, of any shares of stock, restricted stock units, stock options or other equity interests of the Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state law, and securities fraud under any state or federal law; provided, however, that Executive is not waiving hereby any claims related to the Amended Stock Restriction Agreement;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(d) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; and the Xxxxxxxx-Xxxxx Act of 2002;
(e) any and all claims for violation of the federal or any state constitution;
(f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive Employee as a result of this Agreement;
(h) any and all claims arising out of the wage and hour and wage payments laws and regulations of the state or states in which Executive Employee has provided service to the Company or any of its affiliates; and
(i) any and all claims for attorneys’ fees and costs. Executive Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Executive Employee hereby acknowledges that Executive Employee is aware of the principle that a general release does not extend to claims that the releasor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the releasee. With knowledge of this principle, Executive xxxxxx Employee hereby agrees to expressly waive any rights Executive Employee may have to that effect. This release does not release claims that cannot be released as a matter of law, including, but not limited to, ExecutiveEmployee’s right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation and any right to receive an award for information provided thereunder, ExecutiveEmployee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company for discrimination (with the understanding that ExecutiveEmployee’s release of claims herein bars Executive Employee from recovering such monetary relief from the Company or any Releasee for any alleged discriminatory treatment), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of ExecutiveEmployee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and ExecutiveEmployee’s right under applicable lawlaw and any Retained Claim. This release further does not release claims for breach of Section 3(c) or Section 4 of the Employment Agreement. The Parties acknowledge and agree that nothing in this Agreement shall be construed as a waiver, release, or limitation of any rights or claims for indemnification to which Executive is entitled under applicable law or the Indemnification Agreement between the Parties dated August 16, 2024 (the “Indemnification Agreement”). The Company further agrees that its obligations under the Indemnification Agreement shall remain in full force and effect following the termination of Executive’s employment, in accordance with the terms and conditions of the Indemnification Agreement, including but not limited to any rights to indemnification for acts or omissions occurring during Executive’s tenure with the Company or while providing services to the Company under the Consulting Agreement.
Appears in 1 contract
Samples: Employment Agreement (Latch, Inc.)
Release of Claims and Covenant Not to Sue. Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company, any of its direct or indirect subsidiaries or affiliates, and any of its or their current and former officers, directors, equityholders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “Releasees”) related to Executive’s employment with the Company or its subsidiaries or termination therefrom. Executive, on Executive’s own behalf and on behalf of any of Executive’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Executive signs this Agreement relating to Executive’s employment with the Company or its subsidiaries or termination therefrom, including, without limitation:
(a) any and all claims relating to or arising from Executive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries and the termination of that relationship;
(ba) any and all claims relating to, or arising from, Executive’s right to receive or purchase, or actual purchase of, of any shares of stock, restricted stock units, stock options or other equity interests of the Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state law, and securities fraud under any state or federal law; provided, however, that Executive is not waiving hereby any claims related to the Amended Stock Restriction Agreement;
(cb) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(dc) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; and the Xxxxxxxx-Xxxxx Act of 2002;
(ed) any and all claims for violation of the federal or any state constitution;
(fe) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
(gf) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement;
(hg) any and all claims arising out of the wage and hour and wage payments laws and regulations of the state or states in which Executive has provided service to the Company or any of its affiliatesaffiliates (including without limitation the Massachusetts Payment of Wages Law); and
(ih) any and all claims for attorneys’ fees and costs. EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” EXECUTIVE, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Executive hereby acknowledges that Executive is aware of the principle that a general release does not extend to claims that the releasor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the releasee. With knowledge of this principle, Executive xxxxxx agrees to expressly waive any rights Executive may have to that effect. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation and any right to receive an award for information provided thereunder, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company for discrimination (with the understanding that Executive’s release of claims herein bars Executive from recovering such monetary relief from the Company or any Releasee for any alleged discriminatory treatment), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Executive’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and Executive’s right under applicable law. This release further does not release claims for breach of Section 3(c) or Section 4 of the Employment Agreement. The Parties acknowledge and agree that nothing in this Agreement shall be construed as a waiver, release, or limitation of any rights or claims for indemnification to which Executive is entitled under applicable law or the Indemnification Agreement between the Parties dated August 16, 2024 (the “Indemnification Agreement”). The Company further agrees that its obligations under the Indemnification Agreement shall remain in full force and effect following the termination of Executive’s employment, in accordance with the terms and conditions of the Indemnification Agreement, including but not limited to any rights to indemnification for acts or omissions occurring during Executive’s tenure with the Company or while providing services to the Company under the Consulting Severance Agreement.
Appears in 1 contract
Release of Claims and Covenant Not to Sue. Executive agrees that (a) In exchange for the foregoing consideration represents settlement Company providing you with the payment and other benefits described in full this Agreement, you, on your own behalf and on behalf of your spouse, civil union or domestic partner, dependents, heirs, executors, personal representatives, administrators, agents and assigns (the “Releasors”), unconditionally and forever waive, release, give up and discharge all outstanding obligations owed to Executive by waivable claims, real or perceived, whether accrued or unaccrued, liquidated or contingent, and now known or unknown, whether asserted or unasserted against the Company, any its parent, affiliated and related companies (including but not limited to Optinose, Inc.), all of its direct or indirect subsidiaries or affiliatesand their employee benefit plans and trustees, fiduciaries, administrators, sponsors and any parties-in-interest of those plans, all of its or and their current past and former officerspresent employees, managers, directors, equityholdersofficers, managersadministrators, employeesshareholders, members, investors, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisionsre-insurers and contractors acting in any capacity whatsoever (whether individually or in an official capacity on behalf of the Company), and subsidiaries all of its and predecessor and successor corporations their respective predecessors, heirs, personal representatives, successors and assigns (collectively, the “Releasees”) Released Parties” as used throughout this Agreement), based on, related to Executive’s employment with the Company or its subsidiaries or termination therefrom. Executive, on Executive’s own behalf and on behalf of any of Executive’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Executive signs this Agreement relating to Executive’s employment with the Company or its subsidiaries or termination therefrom, including, without limitation:
(a) any and all claims relating to or arising from Executive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries and the termination of that relationship;
(b) any and all claims relating to, or arising fromfrom any event that has occurred before the date you sign this Agreement and based upon, Executive’s right related to receive or purchasearising out of or in any way concerning your employment with the Company, the terms, conditions or actual purchase ofprivileges of your employment with the Company, any shares of stock, restricted stock units, stock options or other equity interests of your separation from employment with the Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state lawCompany, and securities fraud under any state or federal law; provided, however, that Executive is not waiving hereby any claims related to the Amended Stock Restriction Agreement;
(c) any and all claims for wrongful discharge violations and/or alleged violations of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(d) any and all claims for violation of any federal, statestate or local human rights laws, or municipal statute, fair employment practices and/or other laws by any of the Released Parties for any reason and under any legal theory including, but not limited to, those arising or which may be arising under, as applicable, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; 1964 (“Title VII”), the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; (“ADA”), the Age Discrimination in Employment Act of 1967; (“ADEA”), the Older Workers Worker Benefit Protection Act; Act (“OWBPA”), the Employee Retirement Income Security Act of 1974; 1974 (“ERISA”), the Worker Adjustment and Retraining Notification Act; Act (“WARN”), the Family and Medical Leave Act (“FMLA”), the Coronavirus Aid, Relief and Economic Security Act (“CARES”), the Families First Coronavirus Relief Act (“FFCRA”), the American Rescue Plan Act; and , the Xxxxxxxx-Xxxxx Fair Labor Standards Act (“FLSA”), the Equal Pay Act of 2002;
1963 (e) any and all claims for violation of “EPA”), the federal or any state constitution;
(f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement;
(h) any and all claims arising out of the wage and hour and wage payments laws and regulations of the state or states in which Executive has provided service to the Company or any of its affiliates; and
(i) any and all claims for attorneys’ fees and costs. Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Executive hereby acknowledges that Executive is aware of the principle that a general release does not extend to claims that the releasor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the releasee. With knowledge of this principle, Executive xxxxxx agrees to expressly waive any rights Executive may have to that effect. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Xxxxx Xxxxxxxxx Fair Pay Act of 1934 or Section 806 2010 (“Fair Pay Act”), the Genetic Information Nondiscrimination Act of 2008 (“XXXX”), the Rehabilitation Act, the Employee Polygraph Protection Act, the Electronic Communication Privacy Act, the Computer Fraud & Abuse Act, the Health Insurance Portability & Accountability Act (“HIPAA”), the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Occupational Safety and Health Act (“OSHA”), the Xxxxxxxx-Xxxxx Act of 2002, or the Fair Credit Reporting Act (“FCRA”), the National Labor Relations Act (“NLRA”), the Labor Management Relations Act (“LMRA”), the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”), the Civil Rights Act of 1991, 42 U.S.C. §§ 1981, 1983, 1985, 1986 and 1988), any personal gain with respect to any claim arising under the federal False Claims Act, the Pennsylvania Wage Payment & Collection Law, the Pennsylvania Human Relations Act, the Pennsylvania Labor Relations Act, the Pennsylvania Equal Pay Law, the Pennsylvania Minimum Wage Act, the Pennsylvania Workers’ Compensation Act, the Pennsylvania Whistleblower’s Law and all other whistleblower protection provisions of federal, state or federal law or regulation and any right to receive an award for information provided thereunderlocal laws, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commissionstatutes, regulations, rules, ordinances, or orders, as they may be amended. You also unconditionally and forever waive, release, discharge and give up all claims, real or perceived and now known or unknown, whether asserted or unasserted, for breach of implied or express contract, breach of promise, breach of the covenant of good faith and fair dealing, tortious interference with contract, civil conspiracy, negligence, fraud, estoppel, defamation, libel, misrepresentation, intentional infliction of emotional distress, violation of public policy, invasion of privacy, wrongful, retaliatory or constructive discharge, assault, battery, false imprisonment, negligence, entitlement to leave or benefits and all other claims or torts, including any other localwhistleblower claims, arising under any federal, state, or federal administrative body local law, regulation, ordinance or government agency judicial decision, or under the United States and Pennsylvania Constitutions.
(b) In further exchange for the Company providing you with the payment and other benefits described in this Agreement, you, on your own behalf and on behalf of all Releasors, waive and give up any right to become, and promise not to agree to become, a member or representative of any class, collective action, or group of plaintiffs or other individuals in a lawsuit in which any claim is made against any Released Parties that is authorized related in any way to enforce your employment with the Company, the benefits or administer laws related to attributes of that employment, against or the termination of that employment. You affirm that, to your knowledge, you have not become a member of any such putative or certified class, collective action, multi-party action, or group claim, and agree that if you learn that you have been made a member or representative of any such class, collective action, multi-party action, or group claim, whether putative or certified, you will take all appropriate steps to immediately leave or opt out of the class, collective action, multi-party action, or group.
(c) You understand that the laws and actions described above give you important remedies that relate to claims that you have or may have arising out of or in connection with your employment with, or separation from employment from, the Company and agree that you are freely and voluntarily giving up those remedies and claims. By signing this Agreement, you agree that you are irrevocably and unconditionally waiving the right to proceed with discovery concerning any released claim in any future litigation with any Released Party, if any. You also agree that you are fully releasing all claims for discrimination equitable, punitive or other relief, attorney’s fees, and other fees and costs incurred up to the date you sign this Agreement for any reason.
(with d) You represent and warrant that: (i) you are the understanding lawful owner of all claims released through this Agreement; (ii) you have the beneficial interest in the payment and other benefits that Executive’s release you will receive under this Agreement; (iii) you have not assigned, and will not assign, any interest in any claim released through this Agreement; (iv) you have not filed, and are not and have not been subject to a voluntary or involuntary bankruptcy petition in the past three (3) years; (v) you are not a debtor in any pending bankruptcy case; (vi) no receiver, bankruptcy trustee or other third party may assert a right to any claim released through this Agreement or the payments and benefits to be tendered or provided under this Agreement. You agree that the foregoing representations and warranties shall survive the execution, performance and consummation or termination of this Agreement. You also agree that you will fully indemnify and hold the Released Parties harmless to the extent any of the foregoing representations and warranties is or becomes untrue for any claims herein bars Executive from recovering such monetary relief from or damages, including attorneys’ fees, fines, costs, liquidated damages and punitive damages, asserted or awarded against any of the Released Parties and, should it be determined that any bankruptcy trustee or other third party has a right to the payment and benefits provided to you under this Agreement, you immediately will return to the Company or any Releasee for any alleged discriminatory treatmentan amount equivalent to the full after-tax value of all payments provided to you under this Agreement (as defined in Section 6 below), claims for unemployment compensation less One Hundred and 00/100 Dollars ($100.00).
(e) You warrant that you do not have any complaint pending before any federal, state or local court or arbitration panel concerning any Released Party. You further agree not to file a lawsuit against any of the Released Parties in any federal, state disability insurance benefits pursuant or local court, or with any arbitration panel, concerning any claim, demand, issue or cause of action released through this Agreement, except to the terms extent specifically excluded below in Section 4 and its subparagraphs below. Should you file a lawsuit with any court or arbitration panel concerning any claim, demand, issue, or cause of applicable state lawaction waived through this Agreement and not specifically excluded as described in Section 4 and its subparagraphs below, claims you agree that you will be responsible to continued participation in certain of pay the Company’s group benefit plans pursuant to legal fees and costs that the terms and conditions of COBRAReleased Parties incur defending that lawsuit. Further, claims to any benefit entitlements vested as the date of separation of Executive’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and Executive’s right under applicable law. This release further does not release claims for breach of Section 3(c) of the Employment Agreement. The Parties acknowledge and you agree that nothing in this Agreement shall be construed as a waiver, release, or limitation limit the right of any rights court or claims for indemnification arbitration panel to which Executive is entitled under applicable law or the Indemnification Agreement between the Parties dated August 16, 2024 (the “Indemnification Agreement”). The Company further agrees that its obligations under the Indemnification Agreement shall remain in full force and effect following the termination of Executive’s employmentdetermine, in accordance with its sole discretion, that the terms and conditions Released Parties are entitled to restitution, recoupment or set off of any monies paid to you should the Indemnification Agreement, including but not limited release of any claims under this Agreement subsequently be found to any rights to indemnification for acts or omissions occurring during Executive’s tenure with the Company or while providing services to the Company under the Consulting Agreementbe invalid.
Appears in 1 contract
Release of Claims and Covenant Not to Sue. Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company, any of its direct or indirect subsidiaries or affiliates, and any of its or their current and former officers, directors, equityholders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “Releasees”) related to Executive’s employment with the Company or its subsidiaries or termination therefrom. Executive, on Executive’s own behalf and on behalf of any of Executive’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Executive signs this Agreement relating to Executive’s employment with the Company or its subsidiaries or termination therefrom, including, without limitation:
(a) any and all claims relating to or arising from Executive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to receive or purchase, or actual purchase of, of any shares of stock, restricted stock units, stock options or other equity interests of the Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state law, and securities fraud under any state or federal law; provided, however, that Executive is not waiving hereby any claims related to the Amended Stock Restriction Agreement;||
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(d) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; and the Xxxxxxxx-Xxxxx Act of 2002;
(e) any and all claims for violation of the federal or any state constitution;
(f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement;
(h) any and all claims arising out of the wage and hour and wage payments laws and regulations of the state or states in which Executive has provided service to the Company or any of its affiliatesaffiliates (including without limitation the Massachusetts Payment of Wages Law); and
(i) any and all claims for attorneys’ fees and costs. Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Executive hereby acknowledges that Executive is aware of the principle that a general release does not extend to claims that the releasor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the releasee. With knowledge of this principle, Executive xxxxxx agrees to expressly waive any rights Executive may have to that effect. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation and any right to receive an award for information provided thereunder, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company for discrimination (with the understanding that Executive’s release of claims herein bars Executive from recovering such monetary relief from the Company or any Releasee for any alleged discriminatory treatment), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Executive’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and Executive’s right under applicable law. This release further does not release claims for breach of Section 3(c) or Section 4 of the Employment Agreement. The Parties acknowledge and agree that nothing in this Agreement shall be construed as a waiver, release, or limitation of any rights or claims for indemnification to which Executive is entitled under applicable law or the Indemnification Agreement between the Parties dated August 16, 2024 (the “Indemnification Agreement”). The Company further agrees that its obligations under the Indemnification Agreement shall remain in full force and effect following the termination of Executive’s employment, in accordance with the terms and conditions of the Indemnification Agreement, including but not limited to any rights to indemnification for acts or omissions occurring during Executive’s tenure with the Company or while providing services to the Company under the Consulting Agreement.
Appears in 1 contract
Samples: Employment Agreement (Latch, Inc.)
Release of Claims and Covenant Not to Sue. Executive agrees that that, other than with respect to the Retained Claims, the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company, any of its direct or indirect subsidiaries or affiliatessubsidiaries, and any of its or their current and former officers, directors, equityholders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “Releasees”) related to Executive’s employment with the Company or its subsidiaries or termination therefrom. Executive, on Executive’s own behalf and on behalf of any of Executive’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Executive signs this Agreement relating to Executive’s employment with the Company or its subsidiaries or termination therefrom, including, without limitation:
(a) any and all claims relating to or arising from Executive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to receive or purchase, or actual purchase of, of any shares of stock, restricted stock units, stock options or other equity interests of the Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state law, and securities fraud under any state or federal law; provided, however, that Executive is not waiving hereby any claims related to the Amended Stock Restriction Agreement;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(d) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; and the Xxxxxxxx-Xxxxx Act of 2002;
(e) any and all claims for violation of the federal or any state constitution;
(f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement;
(h) any and all claims arising out of the wage and hour and wage payments laws and regulations of the state or states in which Executive has provided service to the Company or any of its affiliatesaffiliates (including without limitation the Massachusetts Payment of Wages Law); and
(i) any and all claims for attorneys’ fees and costs. EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” EXECUTIVE, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Executive hereby acknowledges that Executive is aware of the principle that a general release does not extend to claims that the releasor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the releasee. With knowledge of this principle, Executive xxxxxx agrees to expressly waive any rights Executive may have to that effect. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation and any right to receive an award for information provided thereunder, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company for discrimination (with the understanding that Executive’s release of claims herein bars Executive from recovering such monetary relief from the Company or any Releasee for any alleged discriminatory treatment), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Executive’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and Executive’s right under applicable lawlaw and any Retained Claims. This release further does not release claims for breach of Section 3(c) or Section 4 of the Employment Agreement. The Parties acknowledge and agree that nothing in this Agreement shall be construed as a waiver, release, or limitation of any rights or claims for indemnification to which Executive is entitled under applicable law or the Indemnification Agreement between the Parties dated August 16, 2024 (the “Indemnification Agreement”). The Company further agrees that its obligations under the Indemnification Agreement shall remain in full force and effect following the termination of Executive’s employment, in accordance with the terms and conditions of the Indemnification Agreement, including but not limited to any rights to indemnification for acts or omissions occurring during Executive’s tenure with the Company or while providing services to the Company under the Consulting Agreement.
Appears in 1 contract
Release of Claims and Covenant Not to Sue. Executive agrees that (a) In exchange for the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company, any of its direct or indirect subsidiaries or affiliates, and any of its or their current and former officers, directors, equityholders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “Releasees”) related to Executive’s employment Company providing Employee with the Company or its subsidiaries or termination therefrom. Executivepayment and benefits described above, Employee, on Executive’s his/her own behalf and on behalf of any of Executive’s affiliated companies or entities and any of their respective his/her heirs, family members, executors, personal representatives, administrators and assigns (hereinafter collectively referred to as the “Releasers”), forever releases and discharges the Company and all of its parent corporations, subsidiaries, divisions, affiliated entities, predecessors, successors and assigns (including Wireless Telecom Group, Inc., Noise Com, Inc., Boonton Electronics Corp., Microlab/FXR, Wireless Telecom Group LTD, and CommAgility Limited LTD), all of its and their employee benefit and/or pension plans or funds, and all of its and their past and present officers, directors, stockholders, agents, trustees, administrators, employees, managers, attorneys, insurers, reinsurers, contractors and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, assigns (whether acting as agents for such entities or in their individual capacities) (hereinafter collectively referred to as “Releasees”), from any manner to instituteand all claims, prosecutedemands, or pursuecauses of action, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters fees and liabilities of any kindkind whatsoever (based upon any legal or equitable theory, whether presently contractual, common-law, statutory, federal, state, local or otherwise), whether known or unknown, suspected which Employee ever had, now has, or unsuspectedmay have against Releasees by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter up to and including the Effective Date of this Agreement.
i. Without limiting the generality of the foregoing, this Agreement is intended to and shall release the Releasees from any and all waivable claims arising out of or alleged to be arising out of and in any way concerning Employee’s employment with the Company, the terms, conditions, and privileges of that Executive may possess against employment, the termination of that employment and/or any and all violations and/or alleged violations of any federal, state and local fair employment practices or other laws by any of the Releasees arising from for any omissions, acts, facts, or damages that have occurred up until reason and including the date Executive signs this Agreement relating to Executive’s employment with the Company or its subsidiaries or termination therefrom, including, without limitation:
(a) any and all claims relating to or arising from Executive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to receive or purchase, or actual purchase of, any shares of stock, restricted stock units, stock options or other equity interests of the Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state law, and securities fraud under any state or federal law; provided, however, that Executive is not waiving hereby any claims related to the Amended Stock Restriction Agreement;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(d) any and all claims for violation of any federal, state, or municipal statute, including, legal theory including but not limited toto the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of 1964; 1964 (“Title VII”), the Genetic Information Nondiscrimination Act of 2008 (“GXXX”), the Worker Adjustment and Retraining Notification Act (“WARN”), the Occupational Safety and Health Act (“OSHA”), the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security of 1974, (“ERISA”), the National Labor Relations Act (“NLRA”), the Labor Management Relations Act (“LMRA”), the Fair Labor Standards Act (“FLSA”), the Family and Medical Leave Act (“FMLA”), the Uniformed Services Employment and Reemployment Act (“USERRA”), the Fair Credit Reporting Act (“FCRA”), the Equal Pay Act of 1963 (the “EPA”), 42 U.S.C. §§ 1981, 1985 and 1988, the Lxxxx Xxxxxxxxx Fair Pay Act, the Civil Rights Act of 1991; , the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002;
, the Dxxx-Fxxxx Xxxx-Street Reform and Consumer Protection Act, the New Jersey Law Against Discrimination (e) any “NJLAD”), the New Jersey Conscientious Employee Protection Act (“CEPA”), the New Jersey Fair Credit Reporting Act (“NJFCRA”), the New Jersey Wage and all claims for violation Hour Law, the New Jersey Wage Payment Law, the New Jersey Family Leave Act, the New Jersey Security and Financial Empowerment Act, the anti-retaliation/anti-discrimination provisions of the federal New Jersey Workers’ Compensation Act, the New Jersey Temporary Disability Benefits and Family Leave Insurance Law, the New Jersey Discrimination in Wages Law, the New Jersey Millville Dallas Airmotive Plant Job Loss Notification Act, the New Jersey Civil Rights Act, all as amended, the United States Constitution, the New Jersey Constitution, and any other federal, state or local laws against discrimination or retaliation or relating to employment, protection of whistleblowers, wages, hours, or any state constitution;other terms and conditions of employment.
ii. Employee also forever waives and releases all claims, whether accrued or unaccrued, real or perceived, liquidated or contingent, or known or unknown, for breach of implied or express contract (f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) including without limitation any claim for breach of any lossemployment agreement or any claim under Employee’s at-will offer letter dated as of July 15, cost2020, damageas amended by that letter agreement dated January 31, 2022), breach of promise, breach of the covenant of good faith and fair dealing, fraud, misrepresentation, negligence, estoppel, defamation, intentional infliction of emotional distress, violation of public policy, wrongful, retaliatory or constructive discharge, or expense any other claim or tort arising out of under any dispute over federal, state or local law, statute, rule, regulation, ordinance, judicial decision and/or the non-withholding United States or other tax treatment of any of the proceeds received by Executive as a result of this Agreement;
(h) New Jersey constitutions, including any and all claims arising out of the wage terms and hour conditions of Employee’s employment, the termination of such employment, the benefits and wage payments laws and regulations attributes of that employment, any of the state events relating directly or states in which Executive has provided service indirectly to the Company or any of its affiliates; and
(i) any surrounding that termination, and all claims for attorneys’ fees fees, costs, disbursements and/or the like.
(b) Employee represents and costswarrants that: (i) he/she is the lawful owner of all claims released through this Agreement; (ii) he/she has the beneficial interest in the payment and benefits that he/she will receive under this Agreement; (iii) he/she has not assigned, and will not assign, any interest in any claim released through this Agreement; (iv) he/she has not filed, and is not and has not been subject to, a voluntary or involuntary bankruptcy petition in the past three (3) years; (v) he/she is not a debtor in any pending bankruptcy case; (vi) no receiver, bankruptcy trustee or other third party may assert a right to any claim released through this Agreement or the payment tendered or to be tendered under this Agreement. Executive Employee agrees that the release set forth in foregoing representations and warranties shall survive the execution, performance and consummation or termination of this section shall be and remain in effect in all respects as a complete general release as to the matters released. Executive hereby acknowledges Agreement.
(c) Employee warrants that Executive is aware he/she has not filed or initiated any complaint, charge, arbitration demand, grievance and/or administrative action against any of the principle that a general release does Releasees in any federal, state or local court, in any administrative agency, or with any arbitration panel. He/she further agrees not extend to claims that the releasor does not know file any claim or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the releasee. With knowledge of this principle, Executive xxxxxx agrees to expressly waive lawsuit against any rights Executive may have to that effect. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002Releasees in any federal, or any other whistleblower protection provisions of state or federal law local court concerning any claim, demand or regulation cause of action released through this Agreement and any right to receive an award for information provided thereunder, Executive’s right to not specifically excluded in Section 6 below. Should Employee file a charge lawsuit or commence an arbitration proceeding against the Releasees with any court or participate arbitration panel regarding any claim that is waived above and not excluded in a charge Section 6 below, he/she agrees that he/she will be responsible to pay the legal fees and costs incurred by the Equal Employment Opportunity CommissionReleasees in defending such suit and nothing shall limit the Releasees’ rights to obtain restitution, repayment, recoupment or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company for discrimination (with the understanding that Executive’s release of claims herein bars Executive from recovering such monetary relief from the Company or any Releasee for any alleged discriminatory treatment), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Executive’s employment, pursuant to written terms set off of any employee benefit plan of the Company or its affiliates and Executive’s right monies paid to Employee under applicable law. This release further does not release claims for breach of Section 3(c) of the Employment Agreement. The Parties acknowledge and agree that nothing in this Agreement shall be construed as a waiver, release, or limitation of any rights or claims for indemnification to which Executive is entitled under applicable law or the Indemnification Agreement between the Parties dated August 16, 2024 (the “Indemnification Agreement”). The Company further agrees that its obligations under the Indemnification Agreement shall remain in full force and effect following the termination of Executive’s employment, in accordance with the terms and conditions of the Indemnification Agreement, including but not limited to any rights to indemnification for acts or omissions occurring during Executive’s tenure with the Company or while providing services to the Company under the Consulting Agreement.
Appears in 1 contract
Release of Claims and Covenant Not to Sue. Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company, any of its direct or indirect subsidiaries or affiliates, and any of its or their current and former officers, directors, equityholders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “Releasees”) related to Executive’s employment with the Company or its subsidiaries or termination therefrom. Executive, on Executive’s own behalf and on behalf of any of Executive’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Executive signs this Agreement relating to Executive’s employment with the Company or its subsidiaries or termination therefrom, including, without limitation:
(a) any and all claims relating to or arising from Executive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to receive or purchase, or actual purchase of, of any shares of stock, restricted stock units, stock options or other equity interests of the Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state law, and securities fraud under any state or federal law; provided, however, that Executive is not waiving hereby any claims related to the Amended Stock Restriction Agreement;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(d) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; and the Xxxxxxxx-Xxxxx Act of 2002; and the Wyoming Fair Employment Practices Act;
(e) any and all claims for violation of the federal or any state constitution;
(f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement;
(h) any and all claims arising out of the wage and hour and wage payments laws and regulations of the state or states in which Executive has provided service to the Company or any of its affiliates; and
(i) any and all claims for attorneys’ fees and costs. Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Executive hereby acknowledges that Executive is aware of the principle that a general release does not extend to claims that the releasor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the releasee. With knowledge of this principle, Executive xxxxxx agrees to expressly waive any rights Executive may have to that effect. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation and any right to receive an award for information provided thereunder, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company for discrimination (with the understanding that Executive’s release of claims herein bars Executive from recovering such monetary relief from the Company or any Releasee for any alleged discriminatory treatment), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Executive’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and Executive’s right under applicable law. This release further does not release claims for breach of Section 3(c) or Section 4 of the Employment Agreement. The Parties acknowledge and agree that nothing in this Agreement shall be construed as a waiver, release, or limitation of any rights or claims for indemnification to which Executive is entitled under applicable law or the Indemnification Agreement between the Parties dated August 16, 2024 (the “Indemnification Agreement”). The Company further agrees that its obligations under the Indemnification Agreement shall remain in full force and effect following the termination of Executive’s employment, in accordance with the terms and conditions of the Indemnification Agreement, including but not limited to any rights to indemnification for acts or omissions occurring during Executive’s tenure with the Company or while providing services to the Company under the Consulting Agreement.
Appears in 1 contract
Samples: Employment Agreement (Latch, Inc.)
