Release of Claims by the Executive. In exchange for the executive severance benefits set forth in Section 7 of the Employment Agreement, the sufficiency of which is hereby acknowledged, and as a material inducement to the Company to enter into the Employment Agreement and this Release Agreement, the Executive hereby irrevocably and unconditionally releases the Company and its parents, subsidiaries, predecessors, successors, affiliates and joint ventures, and all of their directors, officers, employees, representatives, attorneys, agents, insurers, assigns, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs), and any other persons acting by, through, under, or in concert with any of the persons or entities identified above (the “Released Parties”) from all known and unknown claims, promises, debts, obligations, causes of action, or similar rights of any type, in law or in equity, that the Executive has, had or may have had arising from or relating to his employment with the Company and the termination thereof (“Claims”). The Executive understands that the Claims that he is hereby releasing include, but are not limited to: a. Any and all Claims that in any way arise from or relate to the Executive’s employment with the Company or the termination of that employment, such as claims for compensation, bonuses, commissions, benefits, reimbursements, lost wages, or unused accrued PTO; b. Any and all Claims that in any way arise from or relate to the design or administration of any employee benefit program; c. Any and all Claims that arise from or relate to any severance or similar benefits or to post-employment health or group insurance benefits not expressly set forth in Section 7 of the Severance Agreement, including without limitation any and all Claims to benefits or compensation under the Company’s Section 16 Officer Severance Plan; and d. Any and all Claims based on a contract, any employment or wrongful discharge claims or tort claims, and any and all Claims based on a federal, state or local law, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, Massachusetts General Laws chs. 149 and 151B, all as may have been amended, and any other federal, state, or local common law, statute, regulation, or ordinance of any other type or kind. The Executive understands that he is hereby releasing Claims that he may not know about. Notwithstanding anything to the contrary contained in this Release Agreement, the Executive’s release of Claims under this Section 3 does not constitute a waiver by the Executive of any rights or benefits that he may have pursuant to (i) the Employment Agreement, (ii) the Company’s 401(k) Plan, and (iii) any right of indemnification or contribution against the Company under any applicable agreements, or any insurance policies, statutory laws or Company by-laws to the same extent available to any other officer of the Company for any third-party claim against him arising from his employment as an officer of the Company.
Appears in 2 contracts
Samples: Employment Agreement (3com Corp), Employment Agreement (3com Corp)
Release of Claims by the Executive. In exchange consideration of the promises of the Company provided herein, including the Company’s mutual release of claims, the consideration provided for the executive severance benefits set forth in Section 7 of the Employment 2, and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, and as a material inducement to the Company to enter into the Employment Agreement and this Release AgreementExecutive acknowledges, the Executive hereby irrevocably Executive, on the Executive’s own behalf and unconditionally releases on behalf of the Company and its parentsExecutive’s agents, subsidiariesadministrators, predecessorsrepresentatives, executors, successors, affiliates heirs, devisees and joint venturesassigns (collectively, the “Executive Releasing Parties”) hereby fully and all forever waives, releases, extinguishes and discharges the Company, its affiliates, subsidiaries and each of their directorsrespective past, present and future parents, owners, officers, directors, executives, employees, consultants, independent contractors, partners, agents, attorneys, advisers, insurers, fiduciaries, employee benefit plans, representatives, attorneyssuccessors and assigns (each, agentsa “Company Released Party” and collectively, insurers, assigns, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs), and any other persons acting by, through, under, or in concert with any of the persons or entities identified above (the “Company Released Parties”) ), jointly and severally, from any and all known and unknown claims, promisesrights, demands, debts, obligations, losses, causes of action, or similar rights suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any typekind or nature whatsoever (collectively, in law the “Claims”), whether known or in unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, that administrative, statutory or otherwise, and whether for injunctive relief, back pay, front pay, fringe benefits, equity, reinstatement, reemployment, compensatory damages, punitive damages, or any other kind of damages, which any of the Executive hasReleasing Parties have, had or may have had arising from or against any of the Company Released Parties relating to his employment with or arising out of any matter arising on or before the Company and date this Agreement is executed by the termination thereof (“Claims”)Executive. The Executive understands that the Such released Claims that he is hereby releasing include, but are not limited to:
a. Any and without limitation, (i) all Claims that arising out of or in connection with, or in any way arise from related to the Executive’s employment, compensation, equity, bonuses, commissions, incentive compensation, payments, vacation, leaves of absence, alleged payments, benefits, employment contracts, terms and conditions of employment, severance pay, and any other benefits the Executive may or relate to may not have received during the Executive’s employment with the Company (or any Company Released Party), including the termination Employment Agreement, (ii) all Claims arising at law or equity or sounding in contract (express or implied) or tort, including Claims for wrongful discharge, libel, slander, breach of express or implied contract or implied covenant of good faith and fair dealing, (iii) Claims arising by statute, common law or otherwise, including all Claims arising under any federal, state, local, county or municipal laws of any jurisdiction, (iv) Claims for alleged fraud, concealment, negligence, negligent misrepresentation, promissory estoppel, quantum meruit, intentional or negligent infliction of emotional distress, violation of public policy, (v) Claims for discrimination, harassment, sexual harassment or retaliation and Claims arising under any laws that employmentprohibit discrimination, such as claims for compensationharassment or retaliation based on age, bonusessex, commissionsgender, benefitspregnancy, reimbursementssexual orientation, lost wagesrace, color, ancestry, national origin, alienage or citizenship status, religion, creed, disability, medical leave, military status, veteran status, marital status, genetic information, the filing of or intent to file a workers’ compensation claim, or unused accrued PTO;
b. Any and all Claims that in any way arise from other protected trait, characteristic, or relate to the design or administration of any employee benefit program;
c. Any and all Claims that arise from or relate to any severance or similar benefits or to post-employment health or group insurance benefits not expressly set forth in Section 7 of the Severance Agreement, including without limitation any and all Claims to benefits or compensation under the Company’s Section 16 Officer Severance Plan; and
d. Any and all Claims based on a contract, any employment or wrongful discharge claims or tort claims, and any and all Claims based on a federal, state or local law, regulation or ordinanceactivity, including, but not limited towithout limitation, the Age Discrimination in Employment ActAct of 1967, as amended, the Older Workers Benefit Protection ActAmericans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §1981, the Americans with Disabilities Civil Rights Act of 1991, the Civil Rights Act of 1866 and/or 1871, the Equal Pay Act of 1963, the Lxxxx Xxxxxxxxx Fair Pay Act of 2009, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Family and Medical Leave Act of 1993, the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, the Occupational Safety and Health Act, the Fair Labor Standards Employee Polygraph Protection Act, Massachusetts General Laws chs. 149 the Uniformed Services Employment and 151BReemployment Rights Act, all as may have been amendedthe Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the National Labor Relations Act, the Labor Management Relations Act, the Immigration Reform and Control Act, the Texas Labor Code, the Texas Payday Law, the Texas Commission on Human Rights or Chapter 21, any statute or laws of the State of Texas or any other federal, state, local, municipal or local common law whistleblower, discrimination or anti-retaliation statute law or ordinance, and (vi) any other Claims arising under state, federal, local, municipal or common law, statuteas well as any expenses, regulationcosts or attorneys’ fees. Except as required by law, the Executive agrees that the Executive will not commence, maintain, initiate, or ordinance of prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other type person to commence, maintain, initiate or kind. The Executive understands that he is hereby releasing Claims that he may not know about. Notwithstanding anything to prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against the contrary contained Company or any of the Company Released Parties arising from, concerned with, or otherwise relating to, in this Release Agreementwhole or in part, the Executive’s release employment, the terms and conditions of the Executive’s employment, or the Executive’s separation from employment with the Company or any of the matters or Claims under discharged and released in this Section 3 does not constitute a waiver by Agreement. The Executive represents that the Executive of has not filed any rights complaints, charges or benefits that he may have pursuant to (i) the Employment Agreement, (ii) the Company’s 401(k) Plan, and (iii) any right of indemnification or contribution lawsuits against the Company under with any applicable agreements, governmental agency or any insurance policies, statutory laws or Company by-laws to the same extent available to any other officer of the Company for any third-party claim against him arising from his employment as an officer of the Companycourt based on Claims that are released and waived by this Release.
Appears in 2 contracts
Samples: Transition Agreement (Tuesday Morning Corp/De), Transition Agreement (Tuesday Morning Corp/De)
Release of Claims by the Executive. In exchange consideration of the promises of the Company provided herein, including the Company’s mutual release of claims, the consideration provided for the executive severance benefits set forth in Section 7 of the Employment 2, and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, and as a material inducement to the Company to enter into the Employment Agreement and this Release AgreementExecutive acknowledges, the Executive hereby irrevocably Executive, on the Executive’s own behalf and unconditionally releases on behalf of the Company and its parentsExecutive’s agents, subsidiariesadministrators, predecessorsrepresentatives, executors, successors, affiliates heirs, devisees and joint venturesassigns (collectively, the “Executive Releasing Parties”) hereby fully and all forever waives, releases, extinguishes and discharges the Company, its affiliates, subsidiaries and each of their directorsrespective past, present and future parents, owners, officers, directors, executives, employees, consultants, independent contractors, partners, agents, attorneys, advisers, insurers, fiduciaries, employee benefit plans, representatives, attorneyssuccessors and assigns (each, agentsa “Company Released Party” and collectively, insurers, assigns, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs), and any other persons acting by, through, under, or in concert with any of the persons or entities identified above (the “Company Released Parties”) ), jointly and severally, from any and all known and unknown claims, promisesrights, demands, debts, obligations, losses, causes of action, or similar rights suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any typekind or nature whatsoever (collectively, in law the “Claims”), whether known or in unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, that administrative, statutory or otherwise, and whether for injunctive relief, back pay, front pay, fringe benefits, equity, reinstatement, reemployment, compensatory damages, punitive damages, or any other kind of damages, which any of the Executive hasReleasing Parties have, had or may have had arising from or against any of the Company Released Parties relating to his employment with or arising out of any matter arising on or before the Company and date this Agreement is executed by the termination thereof (“Claims”)Executive. The Executive understands that the Such released Claims that he is hereby releasing include, but are not limited to:
a. Any and without limitation, (i) all Claims that arising out of or in connection with, or in any way arise from related to the Executive’s employment, compensation, equity, bonuses, commissions, incentive compensation, payments, vacation, leaves of absence, alleged payments, benefits, employment contracts, terms and conditions of employment, severance pay, and any other benefits the Executive may or relate to may not have received during the Executive’s employment with the Company (or any Company Released Party), including the termination Employment Agreement, (ii) all Claims arising at law or equity or sounding in contract (express or implied) or tort, including Claims for wrongful discharge, libel, slander, breach of express or implied contract or implied covenant of good faith and fair dealing, (iii) Claims arising by statute, common law or otherwise, including all Claims arising under any federal, state, local, county or municipal laws of any jurisdiction, (iv) Claims for alleged fraud, concealment, negligence, negligent misrepresentation, promissory estoppel, quantum meruit, intentional or negligent infliction of emotional distress, violation of public policy, (v) Claims for discrimination, harassment, sexual harassment or retaliation and Claims arising under any laws that employmentprohibit discrimination, such as claims for compensationharassment or retaliation based on age, bonusessex, commissionsgender, benefitspregnancy, reimbursementssexual orientation, lost wagesrace, color, ancestry, national origin, alienage or citizenship status, religion, creed, disability, medical leave, military status, veteran status, marital status, genetic information, the filing of or intent to file a workers’ compensation claim, or unused accrued PTO;
b. Any and all Claims that in any way arise from other protected trait, characteristic, or relate to the design or administration of any employee benefit program;
c. Any and all Claims that arise from or relate to any severance or similar benefits or to post-employment health or group insurance benefits not expressly set forth in Section 7 of the Severance Agreement, including without limitation any and all Claims to benefits or compensation under the Company’s Section 16 Officer Severance Plan; and
d. Any and all Claims based on a contract, any employment or wrongful discharge claims or tort claims, and any and all Claims based on a federal, state or local law, regulation or ordinanceactivity, including, but not limited towithout limitation, the Age Discrimination in Employment ActAct of 1967, as amended, the Older Workers Benefit Protection ActAmericans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §1981, the Americans with Disabilities Civil Rights Act of 1991, the Civil Rights Act of 1866 and/or 1871, the Equal Pay Act of 1963, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Family and Medical Leave Act of 1993, the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, the Occupational Safety and Health Act, the Fair Labor Standards Employee Polygraph Protection Act, Massachusetts General Laws chs. 149 the Uniformed Services Employment and 151BReemployment Rights Act, all as may have been amendedthe Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the National Labor Relations Act, the Labor Management Relations Act, the Immigration Reform and Control Act, the Texas Labor Code, the Texas Payday Law, the Texas Commission on Human Rights or Chapter 21, any statute or laws of the State of Texas or any other federal, state, local, municipal or local common law whistleblower, discrimination or anti-retaliation statute law or ordinance, and (vi) any other Claims arising under state, federal, local, municipal or common law, statuteas well as any expenses, regulationcosts or attorneys’ fees. Except as required by law, the Executive agrees that the Executive will not commence, maintain, initiate, or ordinance of prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other type person to commence, maintain, initiate or kind. The Executive understands that he is hereby releasing Claims that he may not know about. Notwithstanding anything to prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against the contrary contained Company or any of the Company Released Parties arising from, concerned with, or otherwise relating to, in this Release Agreementwhole or in part, the Executive’s release employment, the terms and conditions of the Executive’s employment, or the Executive’s separation from employment with the Company or any of the matters or Claims under discharged and released in this Section 3 does not constitute a waiver by Agreement. The Executive represents that the Executive of has not filed any rights complaints, charges or benefits that he may have pursuant to (i) the Employment Agreement, (ii) the Company’s 401(k) Plan, and (iii) any right of indemnification or contribution lawsuits against the Company under with any applicable agreements, governmental agency or any insurance policies, statutory laws or Company by-laws to the same extent available to any other officer of the Company for any third-party claim against him arising from his employment as an officer of the Companycourt based on Claims that are released and waived by this Release.
Appears in 1 contract
Release of Claims by the Executive. In exchange for consideration of the executive severance benefits set forth in Section 7 8 of the Employment Agreement, the sufficiency of which is are hereby acknowledged, and as a material inducement to the Company to enter into the Employment Agreement and this Release Agreement, the Executive hereby irrevocably and unconditionally releases the Company and its parents, subsidiaries, predecessors, successors, affiliates and joint ventures, and all of their directors, officers, employees, representatives, attorneys, agents, insurers, assigns, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs), and any other persons acting by, through, under, or in concert with any of the persons or entities identified above (the “"Company Released Parties”") from all known and unknown claims, promises, debts, obligations, causes of action, or similar rights of any type, in law or in equity, that the Executive has, had or may have had arising from or relating to his employment with the Company and the termination thereof (“"Executive Claims”"). The Executive understands that the Executive Claims that he is hereby releasing include, but are not limited to:
a. Any and all Executive Claims that in any way arise from or relate to the Executive’s 's employment with the Company or the termination of that employment, such as claims for compensation, bonuses, commissions, benefits, reimbursements, lost wages, or unused accrued PTO, other than as set forth in Section 8 of the Employment Agreement;
b. Any and all Executive Claims that in any way arise from or relate to the design or administration of any employee benefit program;
c. Any and all Executive Claims that arise from or relate to any severance or similar benefits or to post-employment health or group insurance benefits not expressly set forth in Section 7 8 of the Severance Agreement, including without limitation any and all Executive Claims to benefits or compensation under the Company’s 's Section 16 Officer Severance Plan; and
d. Any and all Executive Claims based on a contract, any employment or wrongful discharge claims or tort claims, and any and all Executive Claims based on a federal, state or local law, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, Massachusetts General Laws chs. 149 and 151B, all as may have been amended, and any other federal, state, or local common law, statute, regulation, or ordinance of any other type or kind. The Executive understands that he is hereby releasing Executive Claims that he may not know about. Notwithstanding anything to the contrary contained in this Release Agreement, the Executive’s 's release of Executive Claims under this Section 3 does not constitute a waiver by the Executive of any rights or benefits that he may have pursuant to (i) the Employment Agreement, (ii) the Company’s 's 401(k) Plan, (iii) this Release Agreement, and (iiiiv) any right of indemnification or contribution against the Company under any applicable agreements, or any insurance policies, statutory laws or Company by-laws to the same extent available to any other officer of the Company for any third-party claim against him arising from his employment as an officer of the Company.
Appears in 1 contract
Samples: Employment Agreement (3com Corp)
Release of Claims by the Executive. In exchange for the executive severance benefits set forth in Section 7 2 of the Employment Severance Agreement, the sufficiency of which is hereby acknowledged, and as a material inducement to the Company 3Com to enter into the Employment Severance Agreement and this Release Agreement, the Executive hereby irrevocably and unconditionally releases the Company 3Com and its parents, subsidiaries, predecessors, successors, affiliates and joint ventures, and all of their directors, officers, employees, representatives, attorneys, agents, insurers, assigns, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs), and any other persons acting by, through, under, or in concert with any of the persons or entities identified above (the “Released Parties”) from all known and unknown claims, promises, debts, obligations, causes of action, or similar rights of any type, in law or in equity, that the Executive has, had or may have had arising from or relating to his employment with the Company 3Com and the termination thereof (“Claims”). The Executive understands that the Claims that he is hereby releasing include, but are not limited to:
a. Any and all Claims that in any way arise from or relate to the Executive’s employment with the Company 3Com or the termination of that employment, such as claims for compensation, bonuses, commissions, benefits, reimbursements, lost wages, or unused accrued PTO;
b. Any and all Claims that in any way arise from or relate to the design or administration of any employee benefit program;
c. Any and all Claims that arise from or relate to any severance or similar benefits or to post-employment health or group insurance benefits not expressly set forth in Section 7 2 of the Severance Agreement, including without limitation any and all Claims to benefits or compensation under the Company’s Section 16 Officer Severance Plan; and
d. Any and all Claims based on a contract, any employment or wrongful discharge claims or tort claims, and any and all Claims based on a federal, state or local law, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, Massachusetts General Laws chs. 149 and 151B, all as may have been amended, and any other federal, state, or local common law, statute, regulation, or ordinance of any other type or kind. The Executive understands that he is hereby releasing Claims that he may not know about. Notwithstanding anything to the contrary contained in this Release Agreement, the Executive’s release of Claims under this Section 3 4 does not constitute a waiver by the Executive of any rights or benefits that he may have pursuant to (i) the Employment Severance Agreement, (ii) the Company’s 401(k) Plan, and (iii) any right of indemnification or contribution against the Company under any applicable agreements, or any insurance policies, statutory laws or Company by-laws to the same extent available to any other officer of the Company for any third-party claim against him arising from his employment as an officer of the Company.
Appears in 1 contract
Samples: Severance Agreement (3com Corp)