Release of Claims by the Executive. (a) In consideration of the payments to the Executive hereunder, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP and each of their respective subsidiaries and affiliates (the "Company Affiliated Group"), their present and former officers, directors, executives, agents, attorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, the "Company Released Parties"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, excepting only: (1) the rights of the Executive under this Agreement, the Purchase Agreements and the Related Agreements; (2) the rights of the Executive as an equity holder of the Company, ROP or any of their respective subsidiaries; (3) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law; (4) the rights to indemnification the Executive may have under (i) this Agreement, (ii) applicable corporate law or (iii) the by-laws or certificate of incorporation of any Company Released Party, or as an insured under any director's and officer's liability insurance policy now or previously in force; (5) the rights the Executive may have as an insured under any other insurance policy that covers claims incurred by the Executive while employed by the Company, ROP or any of their respective subsidiaries or as a result of such employment; (6) claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the "Company Benefit Plans"); (7) the rights under any leases (the "Leases") between (i) the Company, ROP or any of their respective subsidiaries and (ii) the Executive or any other partner in either of the RALI Entities, or any entity in which the Executive or any other partner in either of the RALI Entities has a direct or indirect ownership interest; and (8) the rights under (i) the management agreement, dated January 1, 2001, between the Owners (as such term is defined therein) and Reckson Management Group, Inc., (ii) the letter agreement, dated May 6, 2002, between Reckson Construction Group, Inc. and EDGE Development Partners LLC, and (iii) the agreement for construction services, dated January 1, 2001 between Reckson Management Group, Inc. and Reckson Construction Group, Inc. (collectively, the "Management and Construction Agreements"). (b) The Executive acknowledges and agrees that the release of claims set forth in this Section 4.1 is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied. (c) The release of claims set forth in this Section 4.1 applies to any relief no matter how called, including, without limitation, wages, back pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney's fees and expenses. (d) The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the Termination Date, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.
Appears in 3 contracts
Samples: Transition Agreement (Reckson Operating Partnership Lp), Transition Agreement (Reckson Operating Partnership Lp), Transition Agreement (Reckson Operating Partnership Lp)
Release of Claims by the Executive. (a) In consideration of The Executive does hereby, for himself and the payments to the Executive hereunder, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself Surviving Spouse and his heirs, beneficiaries, devisees, executors, administrators administrators, attorneys, personal representatives, successors and assigns, does hereby forever release, remisedischarge, acquit and forever discharge covenant not to xxx the Company or any of its past, present, or future parent, affiliated, related, and/or subsidiary entities, and all of their past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, and employee benefit plans in which the Executive is or has been a participant by virtue of his employment with the Company, ROP and each of their respective subsidiaries and affiliates (the "Company Affiliated Group"), their present and former officers, directors, executives, agents, attorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, the "Company Released Parties"), of and from any and all claims, actionsdebts, demands, accounts, judgments, rights, causes of action, complaintsequitable relief, damages, costs, charges, demandscomplaints, rightsobligations, damagespromises, debtsagreements, sums of money, accounts, financial obligationscontroversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys' ’ fees and liabilities of whatever kind or nature in law, equity or otherwisecosts), whether accruedin law or equity, absolute, contingent, unliquidated or otherwise and whether now known or unknown, asserted or unasserted, suspected or unsuspected, which the ExecutiveExecutive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the Retirement Date arising directly or indirectly out of, individually or as a member of a classrelating to, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any other way connected with the Executive's service to any member of the Company Affiliated Group (or the predecessors thereof) involving in any capacitymanner whatsoever, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, excepting only:
(1) the rights of the Executive under this Agreement, the Purchase Agreements and the Related Agreements;
(2) the rights of the Executive as an equity holder of the Company, ROP or any of their respective subsidiaries;
(3) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(4) the rights to indemnification the Executive may have under (i) this Agreement, (ii) applicable corporate law or (iii) the by-laws or certificate of incorporation of any Company Released Party, or as an insured under any director's and officer's liability insurance policy now or previously in force;
(5) the rights the Executive may have as an insured under any other insurance policy that covers claims incurred by the Executive while employed by the Company, ROP or any of their respective subsidiaries or as a result of such employment;
(6) claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the "Company Benefit Plans");
(7) the rights under any leases (the "Leases") between (i) the Company, ROP Executive’s employment with the Company or any of their respective subsidiaries and the termination thereof or (ii) the Executive claims arising under federal, state, or local laws relating to employment, or securities, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of any other partner kind that may be brought in either any court or administrative agency, any claims arising under Title VII of the RALI EntitiesCivil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and similar state or any entity local statutes, ordinances, and regulations; provided, however, that notwithstanding anything to the contrary set forth herein, that this general release shall not extend to (x) benefit claims under employee benefit plans in which the Executive is a participant by virtue of his employment with the Company or any other partner in either to benefit claims under employee welfare benefit plans for occurrences (e.g., medical care, death, or onset of disability) arising after the RALI Entities has a direct or indirect ownership interest; and
(8) execution of this Agreement by the rights under (i) the management agreement, dated January 1, 2001, between the Owners (as such term is defined therein) and Reckson Management Group, Inc.Executive, (iiy) any obligation assumed under this Agreement by either party hereto or (z) any right to indemnification to which the letter agreement, dated May 6, 2002, between Reckson Construction Group, Inc. Executive is entitled with respect to director and EDGE Development Partners LLC, and (iii) the agreement for construction services, dated January 1, 2001 between Reckson Management Group, Inc. and Reckson Construction Group, Inc. (collectively, the "Management and Construction Agreements")officer liability insurance coverage.
(b) The Executive acknowledges and agrees that the release of claims set forth in this Section 4.1 is not to be construed in any way as an admission of any liability whatsoever by any Company Released PartyTHE EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF CLAIMS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT. THE EXECUTIVE UNDERSTANDS AND WARRANTS THAT HE HAS BEEN GIVEN A PERIOD OF TWENTY-ONE (21) DAYS TO REVIEW AND CONSIDER THIS AGREEMENT. THE EXECUTIVE IS HEREBY ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THE AGREEMENT. BY HIS SIGNATURE BELOW, any such liability being expressly deniedTHE EXECUTIVE WARRANTS THAT HE HAS HAD THE OPPORTUNITY TO DO SO AND TO BE FULLY AND FAIRLY ADVISED BY THAT LEGAL COUNSEL AS TO THE TERMS OF THE AGREEMENT. THE EXECUTIVE FURTHER WARRANTS THAT HE UNDERSTANDS THAT HE MAY USE AS MUCH OR ALL OF HIS 21-DAY PERIOD AS HE WISHES BEFORE SIGNING, AND WARRANTS THAT HE HAS DONE SO. THE EXECUTIVE FURTHER WARRANTS THAT HE UNDERSTANDS THAT HE HAS SEVEN (7) DAYS AFTER SIGNING THIS AGREEMENT TO REVOKE THE AGREEMENT BY NOTICE IN WRITING TO GENERAL COUNSEL, C/O MOVADO GROUP, INC.
(c) The release of claims set forth in this Section 4.1 applies to any relief no matter how called, including000 XXXX XXXX, without limitationXXX. 000, wagesXXXXXXX, back payXX 00000-0000. THIS AGREEMENT SHALL BE BINDING, compensatory damagesEFFECTIVE, liquidated damagesAND ENFORCEABLE UPON BOTH PARTIES UPON THE EXPIRATION OF THIS SEVEN-DAY REVOCATION PERIOD WITHOUT THE COMPANY’S GENERAL COUNSEL HAVING RECEIVED SUCH REVOCATION, punitive damages, damages for pain or suffering, costs, and attorney's fees and expensesBUT NOT BEFORE SUCH TIME.
(d) The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the Termination Date, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.
Appears in 1 contract
Samples: Transition and Retirement Agreement (Movado Group Inc)
Release of Claims by the Executive. (a) In consideration of the payments to the Executive hereunder, the sufficiency of which the Executive acknowledges, the Executive, with a. With the intention of binding himself the Executive and his the Executive’s heirs, executors, administrators and assignsassigns (collectively, does and together with the Executive, the “Executive Releasors”), the Executive hereby releasereleases, remiseremises, acquit acquits and forever discharge discharges the Company, ROP Company and each of their respective its subsidiaries and affiliates (the "“Company Affiliated Group"”), and their past and present and former officers, directors, executivesemployees, agents, attorneys and employeesattorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the "members of the Company Affiliated Group, the “Company Released Parties"”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' ’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which that arise out of, or relate in any way to, the Executive’s employment with the Company or the termination of such employment (collectively, “Released Claims”) and that the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, including but not limited to any and all claims Released Claims:
(i) arising out of or in any way connected with the Executive's ’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacitycapacity (including, without limitation, as an employee, officer, or director), or the termination of such service in any such capacity, ,
(ii) for severance or vacation benefits, unpaid wages, salary salary, or incentive payments, ,
(iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm harm, or other tort, ,
(iv) for any violation of applicable state and local federal, state, local, or foreign labor and employment laws (including, without limitation, including but not limited to all laws concerning unlawful and unfair labor and employment practices) and ), and
(v) for employment discrimination under any applicable federal, state, local, or foreign statute, code, provision, order, or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964, as amended (“Title VII”), the Age Discrimination in Employment Act, as amended (“ADEA”), and any similar or analogous state or local statute, provision, order or regulation, excepting onlyonly that no claim in respect of any of the following rights shall constitute a Released Claim:
(1) the rights of the Executive under any right arising under, or preserved by, this Agreement, the Purchase Agreements and the Related AgreementsRelease;
(2) any claim related solely to the rights Executive’s status as an equityholder of the Executive as an equity holder of the Company, ROP Company or any of their respective subsidiaries;affiliate thereof;
(3) for the avoidance of doubt, any right of the Executive to receive COBRA continuation coverage in accordance with indemnification under (a) applicable law;
(4) the rights to indemnification the Executive may have under (i) this Agreement, (ii) applicable corporate law or (iiib) the by-laws or certificate of incorporation of any Company Released Party, (c) any other agreement between the Executive and a Company Released Party, or (d) as an insured under any director's directors’ and officer's officers’ liability insurance policy now or previously in force;; or
(54) for the rights the Executive may have as an insured under avoidance of doubt, any other insurance policy that covers claims incurred by the Executive while employed by the Company, ROP or any of their respective subsidiaries or as a result of such employment;
(6) claims claim for benefits under any health, disability, retirement, life insurance insurance, or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the "Company Benefit Plans");Group.
(7) the rights under any leases (the "Leases") between (i) the Company, ROP b. Nothing in this Release is intended to or any of their respective subsidiaries and (ii) does prevent the Executive from reporting possible violations of federal or state law or regulation to any governmental agency or entity, making other partner disclosures that are protected under the whistleblower provisions of federal or state law or regulation, or from cooperating in either the investigation of any such possible violations of federal or state law to the extent required or compelled by law, legal process, or subpoena.
x. Xx the event any action, suit, claim, charge, or proceeding within the scope of this Paragraph 2 is brought by any Executive Releasor, government agency, putative class representative, or other third party to vindicate any alleged rights of the RALI EntitiesExecutive, the Executive hereby waives any right to monetary relief arising from any such action, suit, claim, charge or proceeding, and if any monetary damages, inclusive of attorneys’ fees, are required to be paid to the Executive by the Company as a consequence of such action, suit, claim, charge, or any entity proceeding, the Executive shall repay all such amounts to the Company within ten (10) calendar days of the Executive’s receipt thereof.
d. The amounts and other benefits set forth in the Separation Agreement, to which the Executive or any other partner would not otherwise be entitled, are being paid to the Executive in either return for the Executive’s execution and non-revocation of this Release and the RALI Entities has a direct or indirect ownership interest; and
(8) Executive’s agreements and covenants contained in the rights under (i) Restrictive Covenants Agreement referenced in the management agreement, dated January 1, 2001, between the Owners (Separation Agreement and attached as such term is defined therein) and Reckson Management Group, Inc., (ii) the letter agreement, dated May 6, 2002, between Reckson Construction Group, Inc. and EDGE Development Partners LLC, and (iii) the agreement for construction services, dated January 1, 2001 between Reckson Management Group, Inc. and Reckson Construction Group, Inc. (collectively, the "Management and Construction Agreements").
(b) Exhibit B. The Executive acknowledges and agrees that the release of claims set forth in this Section 4.1 Paragraph 2 is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.
(c) e. The release of claims set forth in this Section 4.1 Paragraph 2 applies to any relief in respect of any Released Claim of any kind, no matter how called, including, without limitation, including wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney's attorneys’ fees and expenses. The Executive specifically acknowledges that the Executive’s acceptance of the terms of the release of claims set forth in this Paragraph 2 is, among other things, a specific waiver of the Executive’s rights, claims, and causes of action under Title VII, ADEA, and any federal, state, local or foreign law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.
(d) f. The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior the awards listed on Schedule A to the Termination DateSeparation and Release Agreement by and between the Executive and Arrow represent all of the equity-based of the Company owned or held by the Executive as of the execution of this Release. Without limitation of Paragraph 2 above, filed any complaintsthe Executive hereby releases, charges or lawsuits against any remises, acquits, and forever discharges the Company Released Party with Parties to the fullest extent permitted by applicable law of and from any governmental agencyand all rights or claims that any additional payments, court benefits or tribunalawards, beyond those listed on Schedule A, are or may become owed to the Executive pursuant to the Arrow Electronics, Inc. ___________ Omnibus Incentive Plan (as amended and restated through ___________) and any equity award agreements granted thereunder.
Appears in 1 contract
Samples: Separation and Release Agreement (Arrow Electronics, Inc.)
Release of Claims by the Executive. (a) In consideration of The Executive agrees for the payments to the Executive hereunderExecutive, the sufficiency Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, hereby forever to release, discharge, and covenant not to sxx the Company or any of its past, present, or future parent, affiliated, related, and/or subsidiary entities, and all of their past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, and employee benefit plans in which the Executive acknowledges, the Executive, is or has been a participant by virtue of his employment with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP and each of their respective subsidiaries and affiliates (the "Company Affiliated Group"), their present and former officers, directors, executives, agents, attorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, the "Company Released Parties"), of and from any and all claims, actionsdebts, demands, accounts, judgments, rights, causes of action, complaintsequitable relief, damages, costs, charges, demandscomplaints, rightsobligations, damagespromises, debtsagreements, sums of money, accounts, financial obligationscontroversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys' ’ fees and liabilities of whatever kind or nature in law, equity or otherwisecosts), whether accruedin law or equity, absolute, contingent, unliquidated or otherwise and whether now known or unknown, asserted or unasserted, suspected or unsuspected, which the ExecutiveExecutive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the Transition Date (or, individually with respect to claims of disparagement, arising or as a member of a classoccurring on or prior to the date this Agreement is executed), now hasarising directly or indirectly out of, owns or holdsrelating to, or has in any other way involving in any manner whatsoever, (i) the Executive’s employment with the Company or the termination thereof or (ii) the Executive’s status at any time heretofore hadas a holder of any securities of the Company, owned or held, against any Company Released Party in any capacity, including, without limitation, and any and all claims (i) arising out of or in any way connected with the Executive's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacityunder federal, state, or the termination local laws relating to employment, or securities, including without limitation claims of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment breach of economic opportunityexpress or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional harm or other liability in tort, (iv) for claims of any violation kind that may be brought in any court or administrative agency, any claims arising under Title VII of applicable state the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and local labor Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, similar state or local statutestatutes, provisionordinances, order or regulationand regulations, excepting only:
provided, however, notwithstanding anything to the contrary set forth herein, that this General Release shall not extend to (1x) the rights of the Executive benefit claims under this Agreement, the Purchase Agreements and the Related Agreements;
(2) the rights of the Executive as an equity holder of the Company, ROP or any of their respective subsidiaries;
(3) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(4) the rights to indemnification the Executive may have under (i) this Agreement, (ii) applicable corporate law or (iii) the by-laws or certificate of incorporation of any Company Released Party, or as an insured under any director's and officer's liability insurance policy now or previously in force;
(5) the rights the Executive may have as an insured under any other insurance policy that covers claims incurred by the Executive while employed by the Company, ROP or any of their respective subsidiaries or as a result of such employment;
(6) claims for benefits under any health, disability, retirement, life insurance or other, similar employee pension benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the "Company Benefit Plans");
(7) the rights under any leases (the "Leases") between (i) the Company, ROP or any of their respective subsidiaries and (ii) the Executive or any other partner in either of the RALI Entities, or any entity plans in which the Executive is a participant by virtue of his employment with the Company or to benefit claims under employee welfare benefit plans for occurrences (e.g., medical care, death, or onset of disability) arising after the execution of this Agreement by the Executive, (y) any other partner in either obligation assumed under this Agreement by any party hereto and (z) any right to indemnification to which the Executive is entitled under Section 13 of the RALI Entities has a direct or indirect ownership interest; and
(8) the rights under (i) the management agreement, dated January 1, 2001, between the Owners (as such term is defined therein) Employment Agreement with respect to director and Reckson Management Group, Inc., (ii) the letter agreement, dated May 6, 2002, between Reckson Construction Group, Inc. and EDGE Development Partners LLC, and (iii) the agreement for construction services, dated January 1, 2001 between Reckson Management Group, Inc. and Reckson Construction Group, Inc. (collectively, the "Management and Construction Agreements")officer liability insurance coverage.
(b) The Executive acknowledges and agrees that the release of claims set forth in this Section 4.1 is not to be construed in any way as an admission of any liability whatsoever by any Company Released PartyTHE EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF CLAIMS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT. THE EXECUTIVE UNDERSTANDS AND WARRANTS THAT HE HAS BEEN GIVEN A PERIOD OF TWENTY-ONE (21) DAYS TO REVIEW AND CONSIDER THIS AGREEMENT. THE EXECUTIVE IS HEREBY ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THE AGREEMENT. BY HIS SIGNATURE BELOW, any such liability being expressly deniedTHE EXECUTIVE WARRANTS THAT HE HAS HAD THE OPPORTUNITY TO DO SO AND TO BE FULLY AND FAIRLY ADVISED BY THAT LEGAL COUNSEL AS TO THE TERMS OF THE AGREEMENT. THE EXECUTIVE FURTHER WARRANTS THAT HE UNDERSTANDS THAT HE MAY USE AS MUCH OR ALL OF HIS 21-DAY PERIOD AS HE WISHES BEFORE SIGNING, AND WARRANTS THAT HE HAS DONE SO. THE EXECUTIVE FURTHER WARRANTS THAT HE UNDERSTANDS THAT HE HAS SEVEN (7) DAYS AFTER SIGNING THIS AGREEMENT TO REVOKE THE AGREEMENT BY NOTICE IN WRITING TO GENERAL COUNSEL, C/O COACH, 500 XXXX 00XX XXXXXX, XXX XXXX, XX 00000. THIS AGREEMENT SHALL BE BINDING, EFFECTIVE, AND ENFORCEABLE UPON BOTH PARTIES UPON THE EXPIRATION OF THIS SEVEN-DAY REVOCATION PERIOD WITHOUT THE COMPANY’S GENERAL COUNSEL HAVING RECEIVED SUCH REVOCATION, BUT NOT BEFORE SUCH TIME.
(c) The release of claims set forth in this Section 4.1 applies to any relief no matter how called, including, without limitation, wages, back pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney's fees and expenses.
(d) The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the Termination Date, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.
Appears in 1 contract
Release of Claims by the Executive. (a) In consideration of the payments to the Executive hereunder, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP and each of their respective subsidiaries and affiliates (the "Company Affiliated Group"), their present and former officers, directors, executives, agents, attorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, the "Company Released Parties"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, excepting only:
(1) the rights of the Executive under this Agreement, the Purchase Agreements and the Related Agreements;
(2) the rights of the Executive as an equity holder of the Company, ROP or any of their respective subsidiaries;
(3) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(4) the rights to indemnification the Executive may have under (i) this Agreement, (ii) applicable corporate law or (iii) the by-laws or certificate of incorporation of any Company Released Party, or as an insured under any director's and officer's liability insurance policy now or previously in force;
(5) the rights the Executive may have as an insured under any other insurance policy that covers claims incurred by the Executive while employed by the Company, ROP or any of their respective subsidiaries or as a result of such employment;
(6) claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the "Company Benefit Plans");
(7) the rights under any leases (the "Leases") between (i) the Company, ROP or any of their respective subsidiaries and (ii) the Executive or any other partner in either of the RALI Entities, or any entity in which the Executive or any other partner in either of the RALI Entities has a direct or indirect ownership interest; and;
(8) the rights under (i) the management agreement, dated January 1, 2001, between the Owners (as such term is defined therein) and Reckson Management Group, Inc., (ii) the letter agreement, dated May 6, 2002, between Reckson Construction Group, Inc. and EDGE Development Partners LLC, and (iii) the agreement for construction services, dated January 1, 2001 between Reckson Management Group, Inc. and Reckson Construction Group, Inc. (collectively, the "Management and Construction Agreements"); and
(9) the rights, if any, of the Executive by reason of his membership on the board of directors of the Company and/or ROP.
(b) The Executive acknowledges and agrees that the release of claims set forth in this Section 4.1 is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.
(c) The release of claims set forth in this Section 4.1 applies to any relief no matter how called, including, without limitation, wages, back pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney's fees and expenses.
(d) The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the Termination Date, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.
Appears in 1 contract
Samples: Transition Agreement (Reckson Operating Partnership Lp)
Release of Claims by the Executive. (a) In exchange for the consideration of the payments offered to the Executive hereunderunder this Agreement, the sufficiency of which the Executive acknowledgesacknowledges provides consideration to which the Executive would not otherwise have an undisputed right to receive, the Executive, with the intention on his behalf and on behalf of binding himself and his heirs, devisees, legatees, executors, administrators administrators, personal and assignslegal representatives, does assigns and successors in interest, hereby releaseIRREVOCABLY, remiseUNCONDITIONALLY AND GENERALLY RELEASES, acquit and forever discharge ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, the Company, ROP its subsidiaries and each of the their respective directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (the "Company Affiliated Group"), their present and former officersagents, directors, executivesofficers, agents, attorneys and employees, representatives and the attorneys of such stockholders, predecessors, successors, predecessors assigns, divisions, subsidiaries and assigns affiliates), and all persons acting by, through, under or in concert with any of each of the foregoing them (collectively, the "Company Released Parties"“Releasees” and each a “Releasee”), or any of and them, from any and all charges, complaints, claims, damages, actions, causes of action, complaintssuits, chargesrights, demands, rightsgrievances, damagescosts, losses, debts, sums of money, accounts, financial obligations, suits, expenses, and expenses (including attorneys' ’ fees and liabilities costs incurred), of whatever kind or any nature in lawwhatsoever, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which that the Executive, individually or as a member of a class, Executive now has, owns owns, or holds, or has claims to have, own, or hold, or which the Executive at any time heretofore had, owned owned, or held, against or claimed to have, own, or hold from the beginning of time to the date that the Executive signs this Agreement, including, but not limited to, those claims arising out of or relating to (i) any Company Released Party in agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any capacityother relationship, involving the Executive and/or any Releasee, including, without limitation, any the superseded Employment Agreement and all claims (i) arising out of or in any way connected with the Executive's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacitySERP, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract, wrongful dischargebreach of implied covenant of good faith and fair dealing, impairment of economic opportunitymisrepresentation, defamationinterference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional harm distress or other tortmental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (ivincluding disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) for any violation of applicable state and local labor and employment are brought pursuant to laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, excepting only:
(1) the rights of the Executive under this Agreement, United States or any other jurisdiction applicable to the Purchase Agreements and the Related Agreements;
(2) the rights Executive’s actions on behalf of the Executive as an equity holder of the Company, ROP Company or any of their respective subsidiaries;
(3) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(4) the rights to indemnification the Executive may have under (i) this Agreement, (ii) applicable corporate law or (iii) the by-laws or certificate of incorporation of any Company Released Party, or as an insured under any director's and officer's liability insurance policy now or previously in force;
(5) the rights the Executive may have as an insured under any other insurance policy that covers claims incurred by the Executive while employed by the Company, ROP or any of their respective its subsidiaries or as a result of such employment;
(6) claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the "Company Benefit Plans");
(7) the rights under any leases (the "Leases") between (i) the Company, ROP or any of their respective subsidiaries and (ii) the Executive or any other partner in either of the RALI Entities, or any entity in which the Executive or any other partner in either of the RALI Entities has a direct or indirect ownership interest; and
(8) the rights under (i) the management agreement, dated January 1, 2001, between the Owners (as such term is defined therein) and Reckson Management Group, Inc., (ii) the letter agreement, dated May 6, 2002, between Reckson Construction Group, Inc. and EDGE Development Partners LLCaffiliates, and (iii) any other matter; provided, however, that nothing contained herein shall operate to release any obligations of the agreement for construction services, dated January 1, 2001 between Reckson Management Group, Inc. and Reckson Construction Group, Inc. (collectively, the "Management and Construction Agreements").
(b) The Executive acknowledges and agrees that the release of claims set forth Company or its successors or assigns arising under this Agreement. Notwithstanding anything in this Section 4.1 Agreement to the contrary, it is the express intention of the Executive and the Company that this Agreement shall not act as a release or waiver of (1) any rights of defense or indemnification which would be otherwise afforded to the Executive under the Certificate of Incorporation, By-Laws or similar governing documents of the Company or its subsidiaries, (2) any rights of defense or indemnification which would be construed in otherwise afforded to the Executive under any way as an admission director or officer liability or other insurance policy maintained by the Company or its subsidiaries; (3) any rights of any liability whatsoever by the Executive to benefits accrued under any Company Released Party401(k) Retirement and Savings Plan, 401(k) Restoration Plan or Employee Stock Purchase Plan, (4) any such liability being expressly denied.
(c) The release of claims set forth in rights under this Section 4.1 applies to any relief no matter how called, including, without limitation, wages, back pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costsRetirement Agreement, and attorney's fees and expenses(5) such rights or claims as may arise after the date of this Agreement.
(d) The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the Termination Date, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.
Appears in 1 contract
Release of Claims by the Executive. Pursuant to the terms of the Confidential Settlement Agreement and Release (a) In the “Agreement”), dated as of September 30, 2022, by and between SiriusPoint Ltd., a Bermuda exempted company limited by shares (the “Company”), and Xxxxxxxxx Xxxxx (the “Executive”), and in consideration of the payments and benefits to be made under the Executive hereunder, the sufficiency of which the Executive acknowledgesAgreement, the Executive, with the intention of binding himself the Executive and his the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP and each of their respective its subsidiaries and affiliates (collectively, the "“Company Affiliated Group"”), their and the present and former officers, directors, executives, agents, attorneys shareholders, members, attorneys, employees, employee benefits plans (and employeesthe fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the "Company “Released Parties"”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' ’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected, unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive's ’s service as an Executive, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) whistleblower or retaliation claims and (v) for employment discrimination under any applicable alleged violation of any federal, state or local statutestatute or ordinance, provisionand including, order but not limited to, any statute relating to employment, medical leave, retirement or regulationdisability, age, sex, pregnancy, race, national origin, sexual orientation or other form of discrimination (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Family Medical Leave Act, and any applicable State and local laws and all other statutes and common laws regulating the terms and conditions of Executive’s employment), excepting only:
only the following: (1a) the rights of the Executive under this Agreement, the Purchase Agreements and the Related Agreements;
(2) the rights Agreement including without limitation in respect of the Executive as an equity holder payments set forth in Sections 2 and 3 of the Company, ROP or any of their respective subsidiaries;
Agreement; (3b) the right of the Executive to receive COBRA continuation coverage benefits required to be provided in accordance with applicable law;
; (4c) the rights to indemnification the Executive may have under (i) this Agreementunder applicable corporate law, (ii) applicable corporate law or (iii) under the by-laws or certificate of incorporation of the Company or any Company Released Party, of its affiliates or (iii) as an insured under any director's ’s and officer's ’s liability insurance policy now or previously in force;
; (5) the rights the Executive may have as an insured under any other insurance policy that covers claims incurred by the Executive while employed by the Company, ROP or any of their respective subsidiaries or as a result of such employment;
(6d) claims for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee Executive benefit plan (within the meaning of Section 3(3) of ERISA) or arrangement of the Company Affiliated Group Group, except to the extent excluded pursuant to the Agreement; (e) claims for the "reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Company Benefit Plans");
Affiliated Group; (7f) any rights of the Executive as a shareholder of the Company; and (g) any rights under any leases (the "Leases") between Employment Agreement which are expressly preserved by this Agreement, including rights under the “Directors and Officers Insurance” section of the Employment Agreement. This Mutual Waiver and Release of Claims does not prohibit or restrict the Executive or his attorney from providing information or testimony to, otherwise assisting or participating in an investigation or proceeding with or brought by, or filing a charge or complaint: (i) the Companywith any government agency, ROP or any of their respective subsidiaries and (ii) the Executive or any other partner in either of the RALI Entitieslaw enforcement organization, legislative body, regulatory organization, or any entity in which SMRH:4863-0768-4660.8 self-regulatory organization, including, but not limited to, the Executive Securities and Exchange Commission (“SEC”) or any other partner in either of the RALI Entities has a direct or indirect ownership interest; and
(8) the rights under (i) the management agreement, dated January 1, 2001, between the Owners (as such term is defined therein) and Reckson Management Group, Inc.Equal Employment Opportunity Commission, (ii) the letter agreementas required by court order or subpoena (clause (i) and clause (ii), dated May 6collectively, 2002a “Government Action”), between Reckson Construction Group, Inc. and EDGE Development Partners LLC, and or (iii) the agreement for construction servicesotherwise from providing any other disclosure required by law in connection with any Government Action. However, dated January 1, 2001 between Reckson Management Group, Inc. by executing this Mutual Waiver and Reckson Construction Group, Inc. (collectivelyRelease of Claims, the "Management and Construction Agreements").
(b) The Executive acknowledges and agrees hereby waives all rights to personally recover any compensation, damages, or other relief in connection with any such Government Action, except that the release of claims set forth in this Section 4.1 is Executive does not waive any right he may have to be construed in receive a monetary award from the SEC as a whistleblower or directly from any way as an admission of any liability whatsoever by any Company Released Partyother federal, any such liability being expressly deniedstate, or local agency pursuant to a similar program.
(c) The release of claims set forth in this Section 4.1 applies to any relief no matter how called, including, without limitation, wages, back pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney's fees and expenses.
(d) The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the Termination Date, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.
Appears in 1 contract
Release of Claims by the Executive. (a) In consideration of the payments to the Executive hereunderEmployer entering into this Agreement, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP Employer and each of their respective all its subsidiaries and affiliates (the "“Company Affiliated Group"”), their its present and former officers, directors, executives, shareholders, agents, attorneys attorneys, employees and employees, employee benefit plans (and the fiduciaries thereof) and the successors, predecessors and assigns of each of the foregoing (collectively, the "“Company Released Parties"), ”) of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' ’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party in any capacitywhich arise out of or relate to the Executive’s employment with, or his separation or termination from, Employer, including, without limitation, any and all claims (i) in respect of the Employment Agreement, (ii) arising out of or in any way connected with the Executive's ’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (iiiii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iiiiv) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, in each case which arise out of or relate to the Executive’s employment with, or his separation or termination from, Employer, (ivv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) ), and (vvi) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964, as amended (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act, as amended (the “ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act, as amended (the “ADEA”) and any similar or analogous state statute, excepting only:
(1i) the rights of the Executive under this Agreement, the Purchase Agreements and the Related Agreements;
(2) the rights of the Executive as an equity holder of the Company, ROP or any of their respective subsidiaries;
(3ii) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(4) the rights to indemnification the Executive may have under (i) this Agreement, (ii) applicable corporate law or (iii) the by-laws or certificate of incorporation of any Company Released Party, or as an insured under any director's and officer's liability insurance policy now or previously in force;
(5) the rights the Executive may have as an insured under any other insurance policy that covers claims incurred by the Executive while employed by the Company, ROP or any of their respective subsidiaries or as a result of such employment;
(6) claims for vested or accrued and unpaid benefits under any health, disability, retirement, life insurance retirement or other, other similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the "Company Benefit Plans");
(7) the rights under any leases (the "Leases") between (i) the Company, ROP or any of their respective subsidiaries and (ii) the Executive or any other partner in either of the RALI Entities, or any entity in which the Executive or any other partner in either of the RALI Entities has a direct or indirect ownership interestGroup; and
(8) iv) rights to indemnification the rights Executive has under (i) the management agreementby-laws or certificate of incorporation of any member of the Company Affiliated Group or otherwise through or from the Employer, dated January 1, 2001, between the Owners (as such term is defined therein) and Reckson Management Group, Inc., (ii) the letter agreement, dated May 6, 2002, between Reckson Construction Group, Inc. and EDGE Development Partners LLC, and (iii) the agreement for construction services, dated January 1, 2001 between Reckson Management Group, Inc. and Reckson Construction Group, Inc. (collectively, the "Management and Construction Agreements")including under any policy of insurance providing indemnification or coverage.
(b) The Executive acknowledges and agrees that the release of claims set forth in this Section 4.1 2 is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.
(c) The release of claims set forth in this Section 4.1 2 applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, costs and attorney's attorneys’ fees and expenses.
(d) The Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 2 is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, the ADEA, the ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.
(e) As to rights, claims and causes of action arising under the ADEA, the Executive acknowledges that he has been given but not utilized a period of twenty-one days to consider whether to execute this Agreement. If the Executive accepts the terms hereof and executes this Agreement, he may thereafter, for a period of seven days following (and not including) the date of execution, revoke this Agreement as it relates to the release of claims arising under the ADEA. If no such revocation occurs, this Agreement shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, this Agreement shall be of no force or effect.
(f) The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the Termination Datedate hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.
(g) The Executive acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to the release of claims set forth in this Section 2 and has been given a sufficient period within which to consider the release of claims set forth in this Section 2.
(h) The Executive acknowledges that the release of claims set forth in this Section 2 relates only to claims which exist as of the date of this Agreement.
(i) The Executive acknowledges that the Separation Payments he is receiving in connection with the release of claims set forth in this Section 2 are in addition to anything of value to which the Executive is entitled from Employer and its subsidiaries and affiliates.
Appears in 1 contract
Release of Claims by the Executive. (a) In consideration of the payments to the Executive hereunderEmployer entering into this Agreement, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP Employer and each of their respective all its subsidiaries and affiliates (the "“Company Affiliated Group"”), their its present and former officers, directors, executives, shareholders, agents, attorneys attorneys, employees and employees, employee benefit plans (and the fiduciaries thereof) and the successors, predecessors and assigns of each of the foregoing (collectively, the "“Company Released Parties"), ”) of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' ’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) in respect of the Employment Agreement, (ii) arising out of or in any way connected with the Executive's ’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (iiiii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iiiiv) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (ivv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) ), and (vvi) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964, as amended (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act, as amended (the “ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act, as amended (the “ADEA”) and any similar or analogous state statute, excepting only:
(1i) the rights of the Executive under this Agreement, the Purchase Agreements and the Related Agreements;
(2) the rights of the Executive as an equity holder of the Company, ROP or any of their respective subsidiaries;
(3ii) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(4) the rights to indemnification the Executive may have under (i) this Agreement, (ii) applicable corporate law or (iii) the by-laws or certificate of incorporation of any Company Released Party, or as an insured under any director's and officer's liability insurance policy now or previously in force;
(5) the rights the Executive may have as an insured under any other insurance policy that covers claims incurred by the Executive while employed by the Company, ROP or any of their respective subsidiaries or as a result of such employment;
(6) claims for accrued and unpaid benefits under any health, disability, retirement, life insurance retirement or other, other similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the "Company Benefit Plans")Group;
(7iv) rights to indemnification the rights Executive has under the by-laws or certificate of incorporation of any member of the Company Affiliated Group or otherwise through or from the Employer, including under any leases (the "Leases") between (i) the Company, ROP policy of insurance providing indemnification or any of their respective subsidiaries and (ii) the Executive or any other partner in either of the RALI Entities, or any entity in which the Executive or any other partner in either of the RALI Entities has a direct or indirect ownership interestcoverage; and
(8) v) claims of the rights Executive under (i) the management agreement, dated January 1, 2001, between the Owners (as such term is defined therein) and Reckson Management Group, Inc., (ii) the letter agreement, dated May 6, 2002, between Reckson Construction Group, Inc. and EDGE Development Partners LLC, and (iii) the agreement for construction services, dated January 1, 2001 between Reckson Management Group, Inc. and Reckson Construction Group, Inc. (collectively, the "Management and Construction Agreements")Asset Purchase Agreement.
(b) The Executive acknowledges and agrees that the release of claims set forth in this Section 4.1 2 is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.
(c) The release of claims set forth in this Section 4.1 2 applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, costs and attorney's attorneys’ fees and expenses.
(d) The Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 2 is, among other things, a specific waiver of his rights, claims and agrees causes of action under Title VII, the ADEA, the ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.
(e) As to rights, claims and causes of action arising under the ADEA, the Executive acknowledges that he has notbeen given but not utilized a period of twenty-one (21) days to consider whether to execute this Agreement. If the Executive accepts the terms hereof and executes this Agreement, with respect to any transaction or state he may thereafter, for a period of facts existing prior seven (7) days following (and not including) the date of execution, revoke this Agreement as it relates to the Termination Daterelease of claims arising under the ADEA. If no such revocation occurs, filed any complaintsthis Agreement shall become irrevocable in its entirety, charges and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven (7)-day period has elapsed. If such a revocation occurs, this Agreement shall be of no force or lawsuits against any Company Released Party effect.
(f) The Executive acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with any governmental agency, court or tribunalregard to the release of claims set forth in this Section 2 and has been given a sufficient period within which to consider the release of claims set forth in this Section 2.
(g) The Executive acknowledges that the release of claims set forth in this Section 2 relates only to claims which exist as of the date of this Agreement.
(h) The Executive acknowledges that the Separation Payments he is receiving in connection with the release of claims set forth in this Section 2 are in addition to anything of value to which the Executive is entitled from Employer and its subsidiaries and affiliates.
Appears in 1 contract
Release of Claims by the Executive. (a) In consideration of the payments to the Executive hereunderCompanies entering into this Agreement, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP Companies and each of their respective subsidiaries and affiliates (the "“Company Affiliated Group"”), their present and former officers, directors, executives, shareholders, agents, attorneys attorneys, employees and employees, employee benefit plans (and the fiduciaries thereof) and the successors, predecessors and assigns of each of the foregoing (collectively, the "“Company Released Parties"), ”) of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' ’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) in respect of the shares of Common Stock repurchased by Pregis I pursuant to Section 3 hereof, (ii) in respect of the Options canceled pursuant to Section 4 hereof, (iii) arising out of or in any way connected with the Executive's ’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (iiiv) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iiiv) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (ivvi) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (vvii) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (the “ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (the “ADEA”) and any similar or analogous state statute (including the Illinois Human Rights Act), excepting only:
(1i) the rights of the Executive under this Agreement, the Purchase Agreements and the Related Agreements;
(2) the rights of the Executive as an equity holder of the Company, ROP or any of their respective subsidiaries;
(3ii) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(4) the rights to indemnification the Executive may have under (i) this Agreement, (ii) applicable corporate law or (iii) the by-laws or certificate of incorporation of any Company Released Party, or as an insured under any director's and officer's liability insurance policy now or previously in force;
(5) the rights the Executive may have as an insured under any other insurance policy that covers claims incurred by the Executive while employed by the Company, ROP or any of their respective subsidiaries or as a result of such employment;
(6) claims for accrued and unpaid benefits under any health, disability, retirement, life insurance retirement or other, other similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the "Company Benefit Plans");
(7) the rights under any leases (the "Leases") between (i) the Company, ROP or any of their respective subsidiaries and (ii) the Executive or any other partner in either of the RALI Entities, or any entity in which the Executive or any other partner in either of the RALI Entities has a direct or indirect ownership interestGroup; and
(8) iv) rights to indemnification the rights Executive has under (i) the management agreementby-laws or certificate of incorporation of any member of the Company Affiliated Group or otherwise through or from the Companies, dated January 1, 2001, between the Owners (as such term is defined therein) and Reckson Management Group, Inc., (ii) the letter agreement, dated May 6, 2002, between Reckson Construction Group, Inc. and EDGE Development Partners LLC, and (iii) the agreement for construction services, dated January 1, 2001 between Reckson Management Group, Inc. and Reckson Construction Group, Inc. (collectively, the "Management and Construction Agreements")including under any policy of insurance providing indemnification or coverage.
(b) The Executive acknowledges and agrees that the release of claims set forth in this Section 4.1 5 is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.
(c) The release of claims set forth in this Section 4.1 5 applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, costs and attorney's attorneys’ fees and expenses, but shall expressly exclude claims based on this Agreement.
(d) The Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 5 is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, the ADEA, the ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.
(e) As to rights, claims and causes of action arising under the ADEA, the Executive acknowledges that he has been given but not utilized a period of twenty-one (21) days to consider whether to execute this Agreement. If the Executive accepts the terms hereof and executes this Agreement, he may thereafter, for a period of seven (7) days following (and not including) the date of execution, revoke this Agreement as it relates to the release of claims arising under the ADEA. If no such revocation occurs, this Agreement shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, this Agreement shall be of no force or effect.
(f) The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the Termination Datedate hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.
(g) The Executive acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to the release of claims set forth in this Section 5 and has been given a sufficient period within which to consider the release of claims set forth in this Section 5.
(h) The Executive acknowledges that the release of claims set forth in this Section 5 relates only to claims which exist as of the date of this Agreement.
(i) The Executive acknowledges that the Separation Benefits he is receiving in connection with the release of claims set forth in this Section 5 are in addition to anything of value to which the Executive is entitled from the Companies and their affiliates.
(j) The directors and officers of the Companies acknowledge that, as of the date of this Agreement, they are not aware of any actual or threatened claim or cause of action arising from or in any respect relating to the Employment Agreement or the Executive’s employment by the Companies, or the conclusion thereof. The Companies acknowledge that on the date of this Agreement they are not aware of any actual or threatened claim or course of action from or in any respect relating to the Executive’s actions prior to the Separation Date. Nothing contained in this Section 5(j) shall be deemed to constitute a waiver of any legal rights of the Company Released Parties.
Appears in 1 contract
Release of Claims by the Executive. (a) a. In consideration of the payments to Termination Payment and other consideration set forth in this Agreement, the Executive hereunderhereby releases and forever discharges the Company and the Employer, the sufficiency of which the Executive acknowledgespredecessors, the Executivesuccessors, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP and each of their respective subsidiaries assigns and affiliates (the "Company Affiliated Group"), their present and former officers, directors, executives, agents, attorneys and employees, and the successors, predecessors and assigns of each of the Company and the Employer, and current and former members, partners, trustees, officers, employees, representatives, attorneys, agents and all persons acting by, through, under or in concert with any of the foregoing (collectively, the "Company Released Parties"), of and from any and all claimsof whom or which are referred to hereinafter as the “Releasees”) from any claim, actionsdemand, causes right, action or cause of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' fees and liabilities of whatever kind nature or nature kind, in law, equity equity, administrative proceedings, or otherwise, whether accruedbased upon any law, absolutestatute, contingentordinance, unliquidated rule, regulation, common law, or otherwise otherwise, or any entitlement to attorneys’ fees, costs or expenses, and from any other matter under any other theory, whether now known or unknown, suspected or unsuspectedclaimed, liquidated or unliquidated, absolute or contingent (collectively, “Claims”), which the Executive, individually arose or as a member of a class, now has, owns or holds, or has occurred at any time heretofore had, owned or held, against any Company Released Party in any capacityprior to the date the Executive signed this Agreement, including, without limitationbut not limited to, any and all claims (i) arising out of or Claim relating in any way connected with to the Executive's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity’s employment, or the termination end thereof, by the Employer, the Company and/or any subsidiary of such service either, saving and excepting however, the Executive’s rights to the Accrued Benefit, the Executive’s rights under this Agreement and any Claim that cannot be waived as a matter of law, nor shall this Release constitute a waiver of any vested rights under any 401(k), retirement or other ERISA-governed plan, or a waiver of any of vested stock options or restricted shares, if any. Without restricting the foregoing, this Release includes: (1) any Claim brought under any federal, state, or local fair employment practices law, including, but not limited to: the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act (“ADA”) as amended, the Equal Pay Act (EPA), the Genetic Information Nondiscrimination Act (“XXXX”), and the Uniformed Services Employment and Reemployment Rights Act (“USERRA”); (2) any such capacityClaim brought under any state or federal law regarding wages, (ii) for severance or vacation benefits, unpaid wagesor employment practices, salary including the Family and Medical Leave Act; (3) any contract Claims; (4) any intentional or incentive paymentsunintentional tort Claims, (iii) for breach of contractincluding, but not limited to: defamation, libel, slander, abusive or wrongful discharge, impairment of economic opportunityfraud or misrepresentation; and (5) any Claims alleging retaliation and/or any whistleblower Claims, defamationincluding Claims arising under the Xxxxxxxx-Xxxxx Act and the Xxxx Xxxxx Act.
b. The Executive promises and covenants not to commence any action or proceeding against any Releasee for any released Claim before any federal or state court or, intentional infliction of emotional harm except as expressly stated herein, administrative agency, civil rights commission or other tort, (iv) for forum. If the Executive commences any action or proceeding in violation of applicable state this paragraph, the Employer and local labor and employment laws (includingthe Company shall be excused from making any further payments, without limitationcontinuing any other benefits, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, excepting only:
(1) the rights of the Executive providing other consideration otherwise owed under this Agreement, other than the Purchase Agreements and Accrued Benefit. Notwithstanding the Related Agreements;
(2) foregoing, the rights parties recognize the authority of the Equal Employment Opportunity Commission (“EEOC”) to enforce the statutes which come under its jurisdiction, and this Release is not intended to prevent the Executive as an equity holder from filing a charge or participating in any investigation or proceeding conducted by the EEOC. To the extent any proceeding is commenced against any of the CompanyReleasees by any person, ROP entity or agency in any of their respective subsidiaries;
(3) forum, the Executive waives any Claim or right of to money damages, attorneys’ fees, or other legal or equitable relief awarded by any jury, court or governmental agency related to any released Claim. Further notwithstanding the foregoing, this paragraph shall not apply to any proceeding initiated by the Executive to receive COBRA continuation coverage in accordance with applicable law;
(4) the rights to indemnification extent that the Executive may have asserts that any Releasee has violated ADEA, including any challenge to the effectiveness of the release of Claims under (i) ADEA. For the avoidance of doubt, this Agreement, (ii) applicable corporate law or (iii) exception for the by-laws or certificate pursuit of incorporation of any Company Released Party, or ADEA Claims shall not be construed as an insured under any director's and officer's liability insurance policy now or previously in force;
(5) the rights the Executive may have as an insured under any other insurance policy that covers claims incurred by the Executive while employed by the Company, ROP or any of their respective subsidiaries or as a result of such employment;
(6) claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the "Company Benefit Plans");
(7) the rights under any leases (the "Leases") between (i) the Company, ROP or any of their respective subsidiaries and (ii) the Executive or any other partner in either of the RALI Entities, or any entity in which the Executive or any other partner in either of the RALI Entities has a direct or indirect ownership interest; and
(8) the rights under (i) the management agreement, dated January 1, 2001, between the Owners (as such term is defined therein) and Reckson Management Group, Inc., (ii) the letter agreement, dated May 6, 2002, between Reckson Construction Group, Inc. and EDGE Development Partners LLC, and (iii) the agreement for construction services, dated January 1, 2001 between Reckson Management Group, Inc. and Reckson Construction Group, Inc. (collectively, the "Management and Construction Agreements").
(b) The Executive acknowledges and agrees acknowledgment that the release of claims ADEA Claims is in any way ineffective, shall not be construed to affect the effectiveness of the Executive’s release of ADEA Claims and shall not affect the right of any Releasee to rely on the Executive’s release of ADEA Claims as a defense to any claim under ADEA. This exception is solely for the purpose of conforming this paragraph to the limitations set forth in this Section 4.1 is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied29 C.F.R. Sec. 1625.23.
(c) The release of claims set forth in this Section 4.1 applies to any relief no matter how called, including, without limitation, wages, back pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney's fees and expenses.
(d) The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the Termination Date, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.
Appears in 1 contract
Samples: Separation Agreement (Corporate Office Properties, L.P.)
Release of Claims by the Executive. (a) In consideration of the payments to the Executive hereunderCompanies entering into this Agreement, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the CompanyCompanies, ROP CPG LP and each of its or their respective subsidiaries and affiliates (the "“Company Affiliated Group"”), their present and former officers, directors, executives, shareholders, agents, attorneys attorneys, employees and employees, employee benefit plans (and the fiduciaries thereof) and the successors, predecessors and assigns of each of the foregoing (collectively, the "“Company Released Parties"), ”) of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' ’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) in respect of the Class A Units and Class B Units repurchased by CPG LP pursuant to Section 2 hereof, (ii) arising out of or in any way connected with the Executive's ’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (iiiii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iiiiv) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (ivv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (vvi) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (the “ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (the “ADEA”) and any similar or analogous state statute, excepting only:
(1i) the rights of the Executive under this Agreement, the Purchase Agreements and the Related Agreements;
(2) the rights of the Executive as an equity holder of the Company, ROP or any of their respective subsidiaries;
(3ii) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(4) the rights to indemnification the Executive may have under (i) this Agreement, (ii) applicable corporate law or (iii) the by-laws or certificate of incorporation of any Company Released Party, or as an insured under any director's and officer's liability insurance policy now or previously in force;
(5) the rights the Executive may have as an insured under any other insurance policy that covers claims incurred by the Executive while employed by the Company, ROP or any of their respective subsidiaries or as a result of such employment;
(6) claims for accrued and unpaid benefits under any health, disability, retirement, life insurance retirement or other, other similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the "Company Benefit Plans");
(7) the rights under any leases (the "Leases") between (i) the Company, ROP or any of their respective subsidiaries and (ii) the Executive or any other partner in either of the RALI Entities, or any entity in which the Executive or any other partner in either of the RALI Entities has a direct or indirect ownership interestGroup; and
(8) iv) rights to indemnification the rights Executive has under (i) the management agreementby-laws or certificate of incorporation of any member of the Company Affiliated Group or otherwise through or from the Companies, dated January 1, 2001, between the Owners (as such term is defined therein) and Reckson Management Group, Inc., (ii) the letter agreement, dated May 6, 2002, between Reckson Construction Group, Inc. and EDGE Development Partners LLC, and (iii) the agreement for construction services, dated January 1, 2001 between Reckson Management Group, Inc. and Reckson Construction Group, Inc. (collectively, the "Management and Construction Agreements")including under any policy of insurance providing indemnification or coverage.
(b) The Executive acknowledges and agrees that the release of claims set forth in this Section 4.1 3 is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.
(c) The release of claims set forth in this Section 4.1 3 applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, costs and attorney's attorneys’ fees and expenses, except as provided in Section 3(a)(i)-(iv) herein.
(d) The Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 3 is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, the ADEA, the ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.
(e) As to rights, claims and causes of action arising under the ADEA, the Executive acknowledges that he has been given but not utilized a period of twenty-one (21) days to consider whether to execute this Agreement. If the Executive accepts the terms hereof and executes this Agreement, he may thereafter, for a period of seven (7) days following (and not including) the date of execution, revoke this Agreement as it relates to the release of claims arising under the ADEA. If no such revocation occurs, this Agreement shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, this Agreement shall be of no force or effect.
(f) The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the Termination Datedate hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.
(g) The Executive acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to the release of claims set forth in this Section 3 and has been given a sufficient period within which to consider the release of claims set forth in this Section 3.
(h) The Executive acknowledges that the release of claims set forth in this Section 3 relates only to claims which exist as of the date of this Agreement.
(i) The Executive acknowledges that the Separation Benefits he is receiving in connection with the release of claims set forth in this Section 3 are in addition to anything of value to which the Executive is entitled from the Companies and their affiliates.
Appears in 1 contract
Release of Claims by the Executive. Pursuant to the terms of the Resignation Agreement and Release (a) In the “Agreement”), dated as of May 16, 2022, by and between SiriusPoint Ltd., a Bermuda exempted company limited by shares (the “Company”), and Sxx Xxxxxxxx (the “Executive”), and in consideration of the payments and benefits to be made under the Executive hereunder, the sufficiency of which the Executive acknowledgesAgreement, the Executive, with the intention of binding himself the Executive and his the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP and each of their respective its subsidiaries and affiliates (collectively, the "“Company Affiliated Group"”), their and the present and former officers, directors, executives, agents, attorneys shareholders, members, attorneys, employees, employee benefits plans (and employeesthe fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the "Company “Released Parties"”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' ’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected, unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive's ’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) whistleblower or retaliation claims and (v) for employment discrimination under any applicable alleged violation of any federal, state or local statutestatute or ordinance, provisionand including, order but not limited to, any statute relating to employment, medical leave, retirement or regulationdisability, age, sex, pregnancy, race, national origin, sexual orientation or other form of discrimination (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Family Medical Leave Act, and any applicable State and local laws and all other statutes and common laws regulating the terms and conditions of Executive’s employment), excepting only:
only the following: (1a) the rights of the Executive under this Agreement, the Purchase Agreements and the Related Agreements;
(2) the rights Agreement including without limitation in respect of the Equity Awards retained by the Executive as an equity holder of following the Company, ROP or any of their respective subsidiaries;
Termination Date under the Agreement; (3b) the right of the Executive to receive COBRA continuation coverage benefits required to be provided in accordance with applicable law;
; (4c) the rights to indemnification the Executive may have under (i) this Agreementunder applicable corporate law, (ii) applicable corporate law or (iii) under the by-laws or certificate of incorporation of the Company or any Company Released Party, of its affiliates or (iii) as an insured under any director's ’s and officer's ’s liability insurance policy now or previously in force;
; (5) the rights the Executive may have as an insured under any other insurance policy that covers claims incurred by the Executive while employed by the Company, ROP or any of their respective subsidiaries or as a result of such employment;
(6d) claims for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) or arrangement of the Company Affiliated Group Group, except to the extent excluded pursuant to the Agreement; (e) claims for the "reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Company Benefit Plans");
Affiliated Group; and (7f) any rights of the rights under any leases (Executive as a shareholder of the "Leases") between Company. This Mutual Waiver and Release of Claims does not prohibit or restrict the Executive or his attorney from providing information or testimony to, otherwise assisting or participating in an investigation or proceeding with or brought by, or filing a charge or complaint: (i) the Companywith any government agency, ROP or any of their respective subsidiaries and (ii) the Executive or any other partner in either of the RALI Entitieslaw enforcement organization, legislative body, regulatory organization, or any entity in which self-regulatory organization, including, but not limited to, the Executive Securities and Exchange Commission (“SEC”) or any other partner in either of the RALI Entities has a direct or indirect ownership interest; and
(8) the rights under (i) the management agreement, dated January 1, 2001, between the Owners (as such term is defined therein) and Reckson Management Group, Inc.Equal Employment Opportunity Commission, (ii) the letter agreementas required by court order or subpoena (clause (i) and clause (ii), dated May 6collectively, 2002a “Government Action”), between Reckson Construction Group, Inc. and EDGE Development Partners LLC, and or (iii) the agreement for construction servicesotherwise from providing any other disclosure required by law in connection with any Government Action. However, dated January 1, 2001 between Reckson Management Group, Inc. by executing this Mutual Waiver and Reckson Construction Group, Inc. (collectivelyRelease of Claims, the "Management and Construction Agreements").
(b) The Executive acknowledges and agrees hereby waives all rights to personally recover any compensation, damages, or other relief in connection with any such Government Action, except that the release of claims set forth in this Section 4.1 is Executive does not waive any right he may have to be construed in receive a monetary award from the SEC as a whistleblower or directly from any way as an admission of any liability whatsoever by any Company Released Partyother federal, any such liability being expressly deniedstate, or local agency pursuant to a similar program.
(c) The release of claims set forth in this Section 4.1 applies to any relief no matter how called, including, without limitation, wages, back pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney's fees and expenses.
(d) The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the Termination Date, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.
Appears in 1 contract
Release of Claims by the Executive. (a) In consideration of the payments to the Executive hereunderEmployer entering into this Agreement, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself herself and his her heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, ROP Employer and each of their respective all its subsidiaries and affiliates (the "“Company Affiliated Group"”), their respective present and former officers, directors, managers, executives, shareholders, agents, attorneys attorneys, employees and employees, employee benefit plans (and the fiduciaries thereof) and the successors, predecessors and assigns of each of the foregoing (collectively, the "“Company Released Parties"), ”) of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' ’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party in any capacityParty, including, without limitation, any and all claims (i) in respect of the Employment Agreement, (ii) arising out of or in any way connected with the Executive's ’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (iiiii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iiiiv) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (ivv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) ), and (vvi) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964, as amended (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act, as amended (the “ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act, as amended (the “ADEA”) and any similar or analogous state statute, excepting only:
(1i) the rights of the Executive under this Agreement, the Purchase Agreements and the Related Agreements;
(2) the rights of the Executive as an equity holder of the Company, ROP or any of their respective subsidiaries;
(3ii) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(4) the rights to indemnification the Executive may have under (i) this Agreement, (ii) applicable corporate law or (iii) the by-laws or certificate of incorporation of any Company Released Party, or as an insured under any director's and officer's liability insurance policy now or previously in force;
(5) the rights the Executive may have as an insured under any other insurance policy that covers claims incurred by the Executive while employed by the Company, ROP or any of their respective subsidiaries or as a result of such employment;
(6) claims for accrued and unpaid benefits under any health, disability, retirement, life insurance retirement or other, other similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the "Company Benefit Plans");
(7) the rights under any leases (the "Leases") between (i) the Company, ROP or any of their respective subsidiaries and (ii) the Executive or any other partner in either of the RALI Entities, or any entity in which the Executive or any other partner in either of the RALI Entities has a direct or indirect ownership interestGroup; and
(8) iv) rights to indemnification the rights Executive has under (i) the management agreementby-laws or certificate of incorporation of any member of the Company Affiliated Group or otherwise through or from the Employer, dated January 1, 2001, between the Owners (as such term is defined therein) and Reckson Management Group, Inc., (ii) the letter agreement, dated May 6, 2002, between Reckson Construction Group, Inc. and EDGE Development Partners LLC, and (iii) the agreement for construction services, dated January 1, 2001 between Reckson Management Group, Inc. and Reckson Construction Group, Inc. (collectively, the "Management and Construction Agreements")including under any policy of insurance providing indemnification or coverage.
(b) The Executive acknowledges and agrees that the release of claims set forth in this Section 4.1 2 is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.
(c) The release of claims set forth in this Section 4.1 2 applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, costs and attorney's attorneys’ fees and expenses.
(d) The Executive specifically acknowledges that her acceptance of the terms of the release of claims set forth in this Section 2 is, among other things, a specific waiver of her rights, claims and causes of action under Title VII, the ADEA, the ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.
(e) As to rights, claims and causes of action arising under the ADEA, the Executive acknowledges that she has been given but not utilized a period of twenty-one days to consider whether to execute this Agreement. If the Executive accepts the terms hereof and executes this Agreement, she may thereafter, for a period of seven days following (and not including) the date of execution, revoke this Agreement as it relates to the release of claims arising under the ADEA. If no such revocation occurs, this Agreement shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, this Agreement shall be of no force or effect.
(f) The Executive acknowledges and agrees that he she has not, with respect to any transaction or state of facts existing prior to the Termination Datedate hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.
(g) The Executive acknowledges that she has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to the release of claims set forth in this Section 2 and has been given a sufficient period within which to consider the release of claims set forth in this Section 2.
(h) The Executive acknowledges that the release of claims set forth in this Section 2 relates only to claims which exist as of the date of this Agreement.
(i) The Executive acknowledges that the Separation Payments she is receiving in connection with the release of claims set forth in this Section 2 are in addition to anything of value to which the Executive is entitled from Employer and its subsidiaries and affiliates.
Appears in 1 contract