Release of Claims. Employee agrees that, other than with respect to the Retained Claims, the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries and affiliates, and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation: (a) any and all such claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; (b) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law; (c) any and all such claims for violation of the federal or any state constitution; (d) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and (e) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreement.
Appears in 3 contracts
Samples: Employment Agreement (Vocus, Inc.), Employment Agreement (Vocus, Inc.), Employment Agreement (Vocus, Inc.)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Corporation and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his his/her own behalf and on behalf of Employee’s his/her respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) any and all such claims relating to or arising from Employee’s employment relationship with the Corporation and the termination of that relationship;
(b) any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Corporation, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code, State Government Title, ; the Maryland Flexible Leave California Workers’ Compensation Act, ; and the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection LawHousing Act;
(ce) any and all such claims for violation of the federal or any state constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall Section will be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that However, this release should be interpreted as broadly as possible does not extend to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Dateobligations incurred under this Agreement nor any equity or benefits plans where benefits remain post-termination. This release also does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right any Protected Activity (as defined below). Any and all disputed wage claims that are released herein will be subject to file a charge with binding arbitration as set forth herein, except as required by applicable law. Employee represents that he/she has made no assignment or participate in a charge by the Equal Employment Opportunity Commissiontransfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or any other local, state, matter waived or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementreleased by this Section.
Appears in 3 contracts
Samples: Change of Control Agreement (Quantum Corp /De/), Change of Control Agreement (Quantum Corp /De/), Change of Control Agreement (Quantum Corp /De/)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his his/her own behalf and on behalf of Employee’s his/her respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipthis Agreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland California Family Rights Act; the California Labor Code, State Government Title, ; the Maryland Flexible Leave California Workers’ Compensation Act, ; and the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection LawHousing Act;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company Company). Notwithstanding the foregoing, Employee acknowledges that any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with Paragraph 9, which precludes Employee from filing a claim with the Division of Labor Standards Enforcement. Further, Employee will not be deemed to have waived his/her right to indemnification in accordance with the Company’s certificate of incorporation and bylaws[, which indemnifies and holds Employee harmless from and against any and all liability, loss, damages or expenses incurred as a result of, arising out of, or in any Releasee)way related to, claims to continued participation in certain Employee’s service as an officer or director of the Company’s group benefit plans pursuant , to the terms same extent as with respect to other officers and conditions directors of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms Company]. Employee represents that he/she has made no assignment or transfer of any employee benefit plan right, claim, complaint, charge, duty, obligation, demand, cause of the Company action, or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) other matter waived or Section 8(c) of the Employment Agreementreleased by this Section.
Appears in 3 contracts
Samples: Change of Control and Severance Agreement (Vivus Inc), Change of Control and Severance Agreement (Vivus Inc), Change of Control and Severance Agreement (Vivus Inc)
Release of Claims. Employee Executive agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; commission payments; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Executive Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland CodeImmigration Control and Reform Act; and any other similar, State Government Titleapplicable statutes, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Lawregulations or laws;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section Section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, EmployeeExecutive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employeeany such filing or participation does not give Executive the right to recover any monetary damages against the Company; Executive’s release of claims herein bars Employee Executive from recovering such monetary relief from the Company Company). Notwithstanding the foregoing, Executive acknowledges that any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with this Agreement, except as required by applicable law. Executive represents that Executive has made no assignment or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms transfer of any employee benefit plan right, claim, complaint, charge, duty, obligation, demand, cause of the Company action, or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) other matter waived or Section 8(c) of the Employment Agreementreleased by this Section.
Appears in 3 contracts
Samples: Employment Agreement (KC Holdco, LLC), Employment Agreement (KC Holdco, LLC), Employment Agreement (KC Holdco, LLC)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; the California Fair Employment and Housing Act; the Texas Payday Act; Texas Workers’ Compensation Act; and Chapter 21 of the Maryland Code, State Government Title, Texas Labor Code (also known as the Maryland Flexible Leave Texas Commission on Human Rights Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law);
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or including any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company Protected Activity (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releaseeas defined below), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach extend to any right Employee may have to unemployment compensation benefits or workers’ compensation benefits. Employee represents that Employee has made no assignment or transfer of Section 8(a)any right, Section 8(b) claim, complaint, charge, duty, obligation, demand, cause of action, or Section 8(c) of the Employment Agreementother matter waived or released by this Section.
Appears in 3 contracts
Samples: Executive Employment Agreement (Mast Therapeutics, Inc.), Executive Employment Agreement (Mast Therapeutics, Inc.), Executive Employment Agreement (Mast Therapeutics, Inc.)
Release of Claims. Employee agrees thatIn consideration for, among other than with respect to the Retained Claimsterms, the foregoing consideration represents settlement in full of all outstanding obligations owed Termination Benefits, to Employee by which you otherwise would not be entitled, you voluntarily release and forever discharge the Company, any of the Company’s direct or indirect subsidiaries its affiliated and affiliatesrelated entities, its and their respective predecessors, successors and assigns, and any each of its and their current and former officers, directors, equity holders, managersshareholders, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, accountants and subsidiaries and predecessor and successor corporations and assigns agents in their capacity official and personal capacities (collectively referred to as such (collectivelythe "Releasees") generally from all claims, the “Releasees”). Employeedemands, on his own behalf debts, damages and on behalf liabilities of Employee’s heirsevery name and nature, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected that, as of the date that you sign this Agreement, you now have, ever had, now claim to have or unsuspected, that Employee may possess ever claimed to have had against any or all of the Releasees arising ("Claims"). This release includes, without limitation, all Claims for or relating to: your employment by and termination from any omissionsthe Company; wrongful discharge; breach of contract; retaliation or discrimination claims under federal, actsstate or local law (including without limitation claims of age discrimination under the Age Discrimination in Employment Act); defamation or other torts; violation of public policy; wages, factsbonuses, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company incentive compensation, vacation pay or any other compensation or benefits; and for damages of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipany sort, including, without limitation:
(a) any , compensatory damages, punitive damages and all such claims for wrongful discharge of employmentattorneys fees; termination in violation of public policy; discrimination; harassment; retaliation; breach of contractprovided, both express and implied; breach of covenant of good faith and fair dealinghowever, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(c) any and all such claims for violation of the federal or any state constitution;
(d) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(e) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible shall not affect your rights under this Agreement. You agree that you shall not seek or accept reinstatement with, damages of any nature, or equitable or legal remedies, severance, incentive or retention pay, attorney's fees, or costs from the Releasees with respect to achieve Employee’s intention to waive, any Claim. As a material inducement to the maximum extent permitted by lawCompany to enter into this Agreement, any and all claims against the Releasees arising through the Effective Date. This release does you hereby represent that you have not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims heretofore assigned to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of third party and you have not heretofore filed with any employee benefit plan of the Company agency or its affiliates and court any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Claim released by this Agreement.
Appears in 3 contracts
Samples: Employment Agreement (Bluegreen Corp), Employment Agreement (Bluegreen Corp), Employment Agreement (Bluegreen Corp)
Release of Claims. Employee Executive agrees that, other than that the consideration to be paid in accordance with respect to the Retained Claims, terms and conditions of the foregoing consideration Severance Agreement represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholdersstockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitationlimitation the following:
(a) any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of [the Maryland California Family Rights Act]; [the California Labor Code, State Government Title, ]; [the Maryland Flexible Leave California Workers’ Compensation Act, ]; and [the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection Law;Housing Act];(1)
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall Section 3 (the “Release”) will be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible The Release does not extend to achieve Employee’s intention to waive, to any severance obligations due Executive under the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateSeverance Agreement. This release The Release does not release claims that cannot be released as a matter of law, including, but not limited to, EmployeeExecutive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employeeany such filing or participation does not give Executive the right to recover any monetary damages against the Company; Executive’s release of claims herein bars Employee Executive from recovering such monetary relief from the Company Company). Executive represents that Executive has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section 3. Nothing in this Agreement waives Executive’s rights to indemnification or any Releasee)payments under any fiduciary insurance policy, claims to continued participation in certain if any, provided by any act or agreement of the Company, state or federal law or policy of insurance.
(1) References to California statutes will only be included in this Agreement if Executive resides in California at the time Executive’s group benefit plans pursuant employment relationship is terminated. Otherwise, statutes specific to the terms and conditions state in which Executive resides at the time of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementtermination will be substituted.
Appears in 3 contracts
Samples: Change of Control and Severance Agreement (Veracyte, Inc.), Change of Control and Severance Agreement (Veracyte, Inc.), Change of Control and Severance Agreement (Veracyte, Inc.)
Release of Claims. Employee agrees that, other than with respect to that the Retained Claims, the foregoing consideration Indebtedness Payment represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever voluntarily releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Immigration Control and Reform Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement;
h. any and all claims airing under the Employment Agreement and/or its termination; and
(e) i. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company Company. Employee represents that he/she has made no assignment or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms transfer of any employee benefit plan right, claim, complaint, charge, duty, obligation, demand, cause of the Company action, or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) other matter waived or Section 8(c) of the Employment Agreementreleased by this Section.
Appears in 3 contracts
Samples: Separation Agreement (Ab International Group Corp.), Separation Agreement (Ab International Group Corp.), Separation Agreement (Ab International Group Corp.)
Release of Claims. Employee Executive agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, advisors, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and subsidiaries, predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, prosecute or pursue, any claim, complaint, charge, duty, obligation, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the Effective Date of date Executive signs this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:
(a) any and all such claims relating to or arising out of Executive’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud; misrepresentation; breach of fiduciary duty; breach of duty under applicable state corporate law; and securities fraud under any state or federal law;
(c) any and all claims under the law of any jurisdiction including, but not limited to, wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, fraud and fraudulent inducement, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; workers’ compensation; and disability benefits;
(bd) any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Restraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002California Family Rights Act; Title 20 of the Maryland California Fair Employment and Housing Act, and the California Labor Code, State Government Titleincluding, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Lawbut not limited to Labor Code Sections 1400-1408;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and;
(eg) any and all such claims for attorneys’ fees and costs; and
(h) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement. Employee Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims extend to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment obligations incurred under this Agreement.
Appears in 3 contracts
Samples: Separation Agreement (Genesis Microchip Inc /De), Separation Agreement (Genesis Microchip Inc /De), Separation Agreement (Genesis Microchip Inc /De)
Release of Claims. Employee Executive agrees that, other than that the consideration to be paid in accordance with respect to the Retained Claims, terms and conditions of the foregoing consideration Severance Agreement represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholdersstockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitationlimitation the following:
(a) any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 [the California Family Rights Act]; [the California Labor Code]; [the California Workers’ Compensation Act]; and [the California Fair Employment and Housing Act];1 1References to California statutes will only be included in this Agreement if Executive resides in California at the time Executive’s employment relationship is terminated. Otherwise, statutes specific to the state in which Executive resides at the time of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;termination will be substituted.
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall Section 3 (the “Release”) will be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible The Release does not extend to achieve Employee’s intention to waive, to any severance obligations due Executive under the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateSeverance Agreement. This release The Release does not release claims that cannot be released as a matter of law. Executive represents that Executive has made no assignment or transfer of any right, includingclaim, but not limited tocomplaint, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commissioncharge, duty, obligation, demand, cause of action, or any other local, state, matter waived or federal administrative body or government agency that is authorized released by this Section 3. Nothing in this Agreement waives Executive’s rights to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company indemnification or any Releasee)payments under any fiduciary insurance policy, claims to continued participation in certain if any, provided by any act or agreement of the Company’s group benefit plans pursuant to the terms and conditions , state or federal law or policy of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementinsurance.
Appears in 3 contracts
Samples: Change of Control and Severance Agreement (Veracyte, Inc.), Change of Control and Severance Agreement (Veracyte, Inc.), Change of Control and Severance Agreement (Veracyte, Inc.)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his his/her own behalf and on behalf of Employee’s his/her respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code, State Government Title, ; the Maryland Flexible Leave California Workers’ Compensation Act, ; and the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection LawHousing Act;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this Agreement, nor shall this release should be interpreted as broadly as possible to achieve affect Employee’s intention rights to waiveany vested retirement benefits under any Section 401(k) plan or for other vested benefits under employee benefit plans (other than equity incentive plans, plans linked to the maximum extent permitted by lawequity securities or other similar benefits, any and all claims against the Releasees arising through the Effective Dateplan or programs). This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company Company). Notwithstanding the foregoing, Employee acknowledges that any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with this Agreement, except as required by applicable law. Employee represents that he/she has made no assignment or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms transfer of any employee benefit plan right, claim, complaint, charge, duty, obligation, demand, cause of the Company action, or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) other matter waived or Section 8(c) of the Employment Agreementreleased by this Section.
Appears in 3 contracts
Samples: Employment Agreement (Hortonworks, Inc.), Employment Agreement (Hortonworks, Inc.), Employment Agreement (Hortonworks, Inc.)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland California Family Rights Act; the California Labor Code, State Government Title, ; the Maryland Flexible Leave California Workers’ Compensation Act, ; and the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection LawHousing Act;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall will be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any ReleaseeCompany), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreement.
Appears in 2 contracts
Samples: Separation Agreement (Audience Inc), Separation Agreement (Audience Inc)
Release of Claims. Employee Executive agrees that, other than that the consideration to be paid in accordance with respect to the Retained Claims, terms and conditions of the foregoing consideration Severance Agreement represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholdersstockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitationlimitation the following:
(a) any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of2002; [the California Family Rights Act]; [the California Labor Code]; [the California Workers’ Compensation Act]; and [the California Fair Employment and Housing Act];1 1References to California statutes will only be included in this Agreement if Executive resides in California at the time Executive’s employment relationship is terminated. Otherwise, statutes specific to the state in which Executive resides at the time of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;termination will be substituted.
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non- withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall Section 3 (the “Release”) will be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible The Release does not extend to achieve Employee’s intention to waive, to any severance obligations due Executive under the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateSeverance Agreement. This release The Release does not release claims that cannot be released as a matter of law. Executive represents that Executive has made no assignment or transfer of any right, includingclaim, but not limited tocomplaint, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commissioncharge, duty, obligation, demand, cause of action, or any other local, state, matter waived or federal administrative body or government agency that is authorized released by this Section 3. Nothing in this Agreement waives Executive’s rights to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company indemnification or any Releasee)payments under any fiduciary insurance policy, claims to continued participation in certain if any, provided by any act or agreement of the Company’s group benefit plans pursuant to the terms and conditions , state or federal law or policy of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementinsurance.
Appears in 2 contracts
Samples: Change of Control and Severance Agreement (Veracyte, Inc.), Change of Control and Severance Agreement (Veracyte, Inc.)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his her own behalf and on behalf of Employee’s her respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the decision to terminate that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 the Texas Payday Act; Texas Workers’ Compensation Act; and Chapter 21 of the Maryland CodeTexas Labor Code (also known as the Texas Commission on Human Rights Act); and any other laws of the states of Texas or any other state, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Lawexcept as prohibited by law;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, to Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any ReleaseeCompany), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreement.
Appears in 2 contracts
Samples: Separation Agreement (Active Power Inc), Separation Agreement (Active Power Inc)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s its direct or indirect subsidiaries and affiliatesaffiliates (including the REIT and its affiliated entities), and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Except as to the obligations of the Company arising under this Agreement, Employee, on his own behalf and on behalf of any of Employee’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 7 below) that relate of this Agreement, including, without limitation:
(a) any and all claims relating to or arise arising from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or and the termination of that relationship, including, without limitation:;
(ab) any and all such claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bc) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(cd) any and all such claims for violation of the federal or any state constitution;; and
(de) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination.
(f) any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(eg) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release (i) claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), (ii) claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, (iii) claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, (iv) claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates affiliates, (v) any and all rights of Employee to indemnification, reimbursement and subrogation under applicable law, any Retained Claims. This release further does not release claims for breach contract or agreement, or any articles of Section 8(a), Section 8(b) formation or Section 8(c) incorporation of the Employment AgreementCompany or any of its affiliates or successors, and (vi) any rights of Employee under the Company’s or its affiliates’ D&O policy(ies).
Appears in 2 contracts
Samples: Employment Agreement (CoreSite Realty Corp), Employment Agreement (CoreSite Realty Corp)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, the foregoing consideration represents settlement in full of Effective for all outstanding obligations owed to Employee by the Company, any purposes as of the Company’s direct Effective Time, Investor acknowledges and agrees, on behalf of itself (or, as applicable, himself or indirect subsidiaries herself) and each of its (or, as applicable, his or her) current or former affiliates, and any of their current and former officers, directors, equity holdersemployees, managers, employeespartners, principals, advisors, agents, servants, stockholders, members, investors, equity holders or other representatives (including without limitation attorneys, shareholdersaccountants, administratorsconsultants, affiliatesbankers and financial advisors), benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and successors or assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 beloweach a "Releasing Party") that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitationthat:
(a) Releasing Party (i) has no Claims (as defined below), (ii) has not transferred or assigned, or purported to transfer or assign, any Claims, (iii) shall not transfer or assign, or purport to transfer or assign, any Claims against the Company (including as the surviving corporation under the Merger), the Acquirer, Merger Sub, or their respective current or former affiliates, officers, directors, employees, managers, partners, principals, advisors, agents, servants, stockholders, members, investors, equity holders or other representatives (including without limitation attorneys, accountants, consultants, bankers and all financial advisors), successors or assigns (collectively, the "Released Parties"), (iv) shall not hereafter sue any Released Party upon any Claim and (v) shall indemnify and hold harmless the Released Parties against any loss or liability on account of any Actions brought by such claims for wrongful discharge Releasing Party, or such Releasing Party's assigns, or prosecuted on behalf of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express such Releasing Party and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;relating to any Claim.
(b) Releasing Party hereby irrevocably and unconditionally releases and forever discharges the Released Parties from any and all such claims for violation claims, demands, allegations, assertions, complaints, controversies, charges, duties, grievances, rights, causes of action, suits, liabilities, debts, obligations, promises, commitments, agreements, guarantees, endorsements, duties, damages, costs, losses, debts and expenses (including attorneys' fees and costs incurred) of any federalnature whatsoever (whether direct or indirect, stateknown or unknown, disclosed or municipal statuteundisclosed, includingmatured or unmatured, but not limited toaccrued or unaccrued, Title VII of asserted or unasserted, absolute or contingent, determined or conditional, express or implied, fixed or variable and whether vicarious, derivative, joint, several or secondary) relating to the Civil Rights Act of 1964; Company or the Civil Rights Act of 1991; Company's business or operations that, in each case, existed prior to the Rehabilitation Act of 1973; Effective Time or arises or is otherwise related to facts that arose (or arise) prior to the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland CodeEffective Time (collectively, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;"Claims").
(c) Releasing Party acknowledges and agrees that it, he or she is familiar with Section 1542 of the Civil Code of the State of California ("Section 1542"), which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Releasing Party hereby waives and relinquishes any rights and benefits that Releasing Party may have under Section 1542 or any similar statute or common law principle of any jurisdiction. Releasing Party acknowledges that it, he or she may hereafter discover facts in addition to or different from those that Releasing Party now knows or believes to be true with respect to the subject matter of this release, but it is Releasing Party's intention to fully and finally and forever settle and release any and all such claims for violation of the federal or any state constitution;
Claims (d) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(e) any and all such claims for attorneys’ fees and costs. Employee agrees that the release than as set forth in the proviso included in subsection (b) above) that do now exist, may exist or heretofore have existed with respect to the subject matter of this section release. In furtherance of this intention, the releases contained herein shall be and remain in effect in all respects as a full and complete general release as to releases notwithstanding the matters released. Employee agree discovery or existence of any such additional or different facts.
(d) Releasing Party acknowledges and agrees that it, he or she (i) has read this release should be interpreted as broadly as possible and understands its terms and has been given an opportunity to achieve Employee’s intention to waive, to ask questions of the maximum extent permitted by law, any Company's representatives and all claims against the Releasees arising through the Effective Date. This release (ii) does not rely, and has not relied, on any representation or statement not set forth in this release claims that cannot be released as a matter made by any representative of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, Acquirer Company or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (Person with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant regard to the terms and conditions subject matter, basis or effect of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company this release or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementotherwise.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Live Current Media Inc.), Note Cancellation Agreement (Live Current Media Inc.)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s its direct or indirect subsidiaries and affiliatesaffiliates (including the REIT and its affiliated entities), and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Except as to the obligations of the Company arising under this Agreement, Employee, on his own behalf and on behalf of any of Employee’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 7 below) that relate of this Agreement, including, without limitation:
(a) any and all claims relating to or arise arising from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or and the termination of that relationship, including, without limitation:;
(ab) any and all such claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bc) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(cd) any and all such claims for violation of the federal or any state constitution;; and
(de) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination.
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreement.
Appears in 2 contracts
Samples: Employment Agreement (CoreSite Realty Corp), Employment Agreement (CoreSite Realty Corp)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his his/her own behalf and on behalf of Employee’s his/her respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipthis Agreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland California Family Rights Act; the California Labor Code, State Government Title, ; the Maryland Flexible Leave California Workers’ Compensation Act, ; and the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection LawHousing Act;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company Company). Notwithstanding the foregoing, Employee acknowledges that any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with Section 9 below, which precludes Employee from filing a claim with the Division of Labor Standards Enforcement. Further, (i) Employee will not be deemed to have waived his/her right to indemnification in accordance with the Company’s certificate of incorporation and bylaws, which indemnifies and holds Employee harmless from and against any and all liability, loss, damages or expenses incurred as a result of, arising out of, or in any Releasee)way related to, claims to continued participation in certain Employee’s service as an officer or director of the Company’s group benefit plans pursuant , to the terms same extent as with respect to other officers and conditions directors of COBRAthe Company, or under Labor Code Section 2802, and (ii) Employee will not be deemed to have waived any claims with respect to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms benefits under an ERISA-governed plan. Employee represents that he/she has made no assignment or transfer of any employee benefit plan right, claim, complaint, charge, duty, obligation, demand, cause of the Company action, or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) other matter waived or Section 8(c) of the Employment Agreementreleased by this Section.
Appears in 2 contracts
Samples: Retention Agreement (Vivus Inc), Retention Agreement (Vivus Inc)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “"Releasees”"). Employee, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee's employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee's right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland California Family Rights Act; the California Labor Code, State Government Title, ; the Maryland Flexible Leave California Workers' Compensation Act, ; and the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection LawHousing Act;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ ' fees and costs. Employee agrees that the release set forth in this section shall will be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s 's right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s 's release of claims herein bars Employee from recovering such monetary relief from the Company or any ReleaseeCompany), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreement.
Appears in 2 contracts
Samples: Separation Agreement (Telenav, Inc.), Separation Agreement (Cavitation Technologies, Inc.)
Release of Claims. Employee Executive agrees that, other than with respect to the Retained Claims, the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any Company and all of the Company’s its direct or indirect subsidiaries and affiliatesAffiliates (as defined in the Employment Agreement), and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his own behalf and on behalf of Employeeany of Executive’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 7 below), including, without limitation:
(a) that relate any and all claims relating to or arise arising from EmployeeExecutive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or and the termination of that relationship, including, without limitation:;
(ab) any and all such claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974ERISA (except for any Retained Claims) ; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; and the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(ce) any and all such claims for violation of the federal or any state constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of the Employment Agreement or this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, EmployeeExecutive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that EmployeeExecutive’s release of claims herein bars Employee Executive from recovering such monetary relief from the Company or any Releasee), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of EmployeeExecutive’s employmentemployment (including but not limited to any claims Executive may have under the Equity Incentive Award Plan or any option or award agreements to which Executive is then a party), pursuant to written terms of any employee benefit plan of the Company or its affiliates and Executive’s right under applicable law and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) Article 4 of the Employment Agreement.
Appears in 2 contracts
Samples: Employment Agreement (K12 Inc), Employment Agreement (K12 Inc)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the decision to terminate that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974, except as prohibited by law; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 the Texas Payday Act; Texas Workers’ Compensation Act; and Chapter 21 of the Maryland CodeTexas Labor Code (also known as the Texas Commission on Human Rights Act); and any other laws of the states of Texas or any other state, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Lawexcept as prohibited by law;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(e) g. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, to Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any ReleaseeCompany), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreement.
Appears in 2 contracts
Samples: Separation Agreement (Active Power Inc), Separation Agreement (Active Power Inc)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any Company as of the Company’s direct or indirect subsidiaries and affiliatesdate hereof. Employee, on behalf of herself, and any her heirs, family members, executors, successors and assigns, hereby fully and forever releases the Company and all of their current its past, present and former future officers, agents, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and subsidiaries, parents, predecessor and successor corporations corporations, successors and assigns in their capacity as such (collectively, the “ReleaseesCompany Released Parties”). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx or otherwise institute or cause to be instituted any legal or administrative proceedings concerning, or in any manner to instituteloss, prosecutedamage, or pursue, any claim, complaint, charge, duty, obligation, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee she may possess against any of the Releasees arising from any omissions, acts, facts, acts or damages facts in connection with her employment relationship with the Company that have occurred up until and including the Effective Date date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, including without limitation:
(a) any and all such claims relating to or arising from the termination of Employee’s employment relationship with the Company;
(b) any and all claims relating to, or arising from, the granting of stock options to Employee or Employee’s actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliationdiscrimination (whether based on age, sex, national origin or other protected status); breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; or conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [, the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Americans with Disabilities Act of 1990, the Fair Labor Standards Act; , the Employee Retirement Income Security Act of 1974; the , The Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave California Fair Employment and Housing Act, and Labor Code section 201, et seq. and section 970, et seq. and all amendments to each such Act as well as the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Lawregulations issued thereunder;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(eg) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Datedescribed above. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims extend to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment obligations incurred under this Agreement.
Appears in 2 contracts
Samples: Settlement Agreement, Settlement Agreement (Looksmart LTD)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, You agree that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee you by the Company, any of Company and its Affiliates (as that term is defined in the Company’s direct or indirect subsidiaries and affiliatesEmployment Agreement), and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeYou, on his your own behalf and on behalf of Employee’s your respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases release the Releasees from, and agrees agree not to xxx sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee you may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipRetirement Date, including, without limitation:
(a) any and all such claims relating to or arising from your employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, your right to purchase, or actual purchase of shares of stock of the Company (not including any rights that may arise in the future under applicable stock option plans or award agreements), including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; and breach of any common law and/or constitutional claim arising under state and/or federal law;
(bd) any and all such claims for violation of any federalunder the Age Discrimination in Employment Act, state, or municipal statute, including, but not limited toas amended (“ADEA”), Title VII of the Civil Rights Act of 1964; , as amended (“Title VII”), The Civil Rights Act of 1866, as amended, the Civil Rights Act of 1991; the Rehabilitation Act of 1973; , the Americans with Disabilities Act of 1990; (“ADA”), the Equal Pay Act; , as amended, the Fair Credit Reporting Family and Medical Leave Act; [, the Age Discrimination in Employment Act of 1967; Worker Adjustment and Retraining Notification (“WARN”) Act, and any other federal, state or local employment law or regulation relating to employment or employment discrimination;
(e) any claim to benefits under any plan, or under the Older Workers Benefit Protection Act; the federal Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Titleas amended (“ERISA”), the Maryland Flexible Leave Actexcept for vested benefits, the Maryland Wage and Hour Lawif any, the Maryland Wage, Payment and Collection Lawunder any Company benefit plans (pursuant to plan terms);
(cf) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by you as a result of this Retirement Agreement;
(g) any and all such claims for violation regarding or challenging the validity and/or enforceability of Articles V and VII of the federal or any state constitution;Employment Agreement; and
(dh) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(e) any and all such claims for attorneys’ fees and costs. Employee agrees You acknowledge and represent that, other than as set forth in this Retirement Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, leave, severance, stock options, and any and all other benefits and compensation due to you. You agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not extend to any obligations incurred under this Retirement Agreement. You understand that nothing in this Retirement Agreement precludes you from filing any charge with the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”) or other governmental agency or from participating in any investigation, hearing, or proceeding of the EEOC, the NLRB or other governmental agency, if you choose to do so. You still give up any and all past and present rights to recover personal relief or money damages arising out of your employment and termination, with the exception of any whistleblower awards or incentives that may be available to you for providing information to the Department of Justice, the Securities and Exchange Commission, Congress, or any federal Inspector General. You further understand that this release does not extend to: (i) any rights or claims that arise after you sign this Retirement Agreement; (ii) any claim to challenge the release under the ADEA; or (iii) any rights that cannot be released as a matter waived by operation of law. The Company, includingin return for Employee signing this Agreement, but not limited tohereby mutually releases, acquits and forever discharges Employee from all actions, cause of action, liabilities, disputes, judgments, obligations, damages and claims in any manner relating to Employee’s employment and termination from employment with the Company, excluding any claims based on any conduct or events unknown to Company at the time of this Agreement that amount to fraudulent or criminal activity on Employee's part. The Company’s release does not extend to any claims arising out of this Agreement and reserves its right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment this Agreement.
Appears in 2 contracts
Samples: Retirement Agreement (Cardtronics PLC), Retirement Agreement (Cardtronics PLC)
Release of Claims. Employee Executive agrees that, other than with respect to the Retained ClaimsClaims (as defined below), the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, the Company Group, any of the Company’s their direct or indirect subsidiaries and affiliatessubsidiaries, and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”)) related to Executive’s employment or service with the Company Group or termination therefrom. EmployeeExecutive, on his Executive’s own behalf and on behalf of Employeeany of Executive’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of date Executive signs this Agreement Release relating to Executive’s employment or service with the Company Group or termination therefrom, including, without limitation:
(as defined in Section 11 belowa) that relate any and all claims relating to or arise arising from EmployeeExecutive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or and affiliates and/or and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of any shares of stock or other equity interests of the Company, Parent or any other member of the Company Group, including, without limitation:, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state law, and securities fraud under any state or federal law;
(ac) any and all such claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; and the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of and the Maryland Code, State Government Title, the Maryland Flexible Leave California Fair Employment and Housing Act, the Maryland Wage and Hour LawCalifornia Government Code Section 12940, the Maryland Wage, Payment and Collection Lawet seq.;
(ce) any and all such claims for violation of the federal or any state constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Release;
(h) any and all claims arising out of the wage and hour and wage payments laws and regulations of the state or states in which Executive has provided service to the Company or any of its affiliates; and
(ei) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waiveEXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, to the maximum extent permitted by lawWHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, any and all claims against the Releasees arising through the Effective DateIF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” EXECUTIVE, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. This release Release does not release claims that cannot be released as a matter of law, including, but not limited to, EmployeeExecutive’s right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation and any right to receive an award for information provided thereunder, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company for discrimination (with the understanding that EmployeeExecutive’s release of claims herein bars Employee Executive from recovering such monetary relief from the Company or any ReleaseeReleasee for any alleged discriminatory treatment), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims for indemnity under the bylaws of the Company, as provided for by California or Delaware law or under any applicable indemnification agreement or insurance policy with respect to Executive’s liability as an employee, director or officer of the Company, claims to any benefit entitlements vested as the date of separation of EmployeeExecutive’s employment, employment pursuant to written terms of any employee benefit plan of the Company or its affiliates and Executive’s right under applicable law and any Retained Claims. This release Release further does not release claims for the Company’s breach of its executory obligations under Section 8(a), Section 8(b) or Section 8(c) 4 of the Employment Agreement. This Release does not prevent Executive from cooperating with an investigation conducted by any such governmental agencies, including without limitation the National Labor Relations Board (the “NLRB”). Nothing herein will prevent Executive from participating in an activity permitted by Section 7 of the National Labor Relations Act or from filing an unfair labor practice charge with the NLRB. The claims described in this paragraph are referred to as the “Retained Claims.”
Appears in 2 contracts
Samples: Employment Agreement (Connect Biopharma Holdings LTD), Employment Agreement (Connect Biopharma Holdings LTD)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code, State Government Title, ; the Maryland Flexible Leave California Workers’ Compensation Act, ; and the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection LawHousing Act;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company Company). Notwithstanding the foregoing, Employee acknowledges that any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance herein, except as required by applicable law. Employee represents that he has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section. Notwithstanding any other term in this Agreement, Employee does not release any of Employee’s rights (i) to indemnification to the fullest extent provided for in the Indemnification Agreement, or any Releasee)contract, claims statute or corporate document, (ii) under any Company insurance policy, including, without limitation, any right to continued participation in certain of a defense, indemnification, or to be held harmless under any Company directors and officers, employment practices liability and errors and omissions insurance policy, (iii) under any pre-existing corporate governance-related or investor-related document and/or agreement, including, without limitation, Employee’s rights under any voting agreement or otherwise, and Employee’s continuing rights to appoint one or more members to the Company’s group benefit plans pursuant Board, (iv) in and to Employee’s Company equity, including, without limitation, Employee’s right to exercise any stock option and/or hold or sell Employee’s Company equity, and (v) in and to any Company retirement plan (e.g., 401k plan) to the terms and conditions of COBRA, claims to any benefit entitlements vested as fullest extent provided for in the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementplan.
Appears in 2 contracts
Samples: Employment Agreement (Nutanix, Inc.), Employment Agreement (Nutanix, Inc.)
Release of Claims. Employee agrees that(a) Executive, other than with respect to the Retained Claimsfor Executive, the foregoing consideration represents settlement in full Executive’s spouse, and each of all outstanding obligations owed to Employee by Executive’s heirs, beneficiaries, representatives, agents, successors, and assigns (collectively, “Executive Releasors”), irrevocably and unconditionally releases and forever discharges the Company, any each and all of its predecessors, parents, Subsidiaries, Affiliates, divisions, successors, and assigns (collectively with the Company, the “Company Entities”), and each and all of the Company’s direct or indirect subsidiaries and affiliates, and any of their Company Entities’ current and former officers, directors, equity holdersemployees, managersshareholders, employeesrepresentatives, attorneys, agents, investorsand assigns (collectively, attorneyswith the Company Entities, shareholdersthe “Company Releasees”), administratorsfrom any and all causes of action, affiliatesclaims, benefit plansactions, plan administratorsrights, insurersjudgments, trusteesobligations, divisionsdamages, demands, accountings, or liabilities of any kind or character, whether known or unknown, whether accrued or contingent, that Executive has, had, or may have against them, or any of them, by reason of, arising out of, connected with, touching upon, or concerning Executive’s employment with the Company, Executive’s separation from the Company, and subsidiaries Executive’s relationship with any or all of the Company Releasees, and predecessor from any and successor corporations all statutory claims, regulatory claims, claims under the Employment Agreement, and assigns in their capacity any and all other claims or matters of whatever kind, nature, or description, arising from the beginning of the world up through the Separation Agreement Effective Date (as such defined below) (collectively, the “ReleaseesReleased Claims”). EmployeeExecutive acknowledges that the Released Claims specifically include, on his own behalf and on behalf of Employee’s heirsbut are not limited to, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:
(a) any and all such claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; fraud, breach of express or implied contract, both express and implied; breach of the implied covenant of good faith and fair dealing, both express and implied; promissory estoppel; interference with contractual rights, violation of public policy, invasion of privacy, intentional or negligent or intentional infliction of emotional distress; fraud; , intentional or negligent misrepresentation, defamation, libel, slander, or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion breach of privacy; false imprisonment; conversion; and disability benefits;
(b) any and all such claims for violation failure to pay wages, benefits, deferred compensation, commissions, bonuses, vacation pay, expenses, severance pay, attorneys’ fees, or other compensation of any federalsort; claims related to stock options, stateequity awards, or municipal statuteother grants, includingawards, but not limited toor warrants; claims related to any tangible or intangible property of Executive that remains with the Company; claims for retaliation, harassment or discrimination on the basis of race, color, sex, sexual orientation, national origin, ancestry, religion, age, disability, medical condition, marital status, gender identity, gender expression, or any other characteristic or criteria protected by law; any claim under Title VII of the Civil Rights Act of 1964; 1964 (Title VII, as amended), 42 U.S.C. §§ 2000e, et seq., the Civil Rights Act of 1991; , the Rehabilitation Civil Rights Act of 1973; 1866, the Family and Medical Leave Act (“FMLA”), 29 U.S.C. §§ 2601, et seq., the Fair Labor Standards Act (“FLSA”), 29 U.S.C. §§ 201, et seq., the Equal Pay Act, 29 U.S.C. §206(a) and interpretive regulations, the Americans with Disabilities Act of 1990; (“ADA”), 42 U.S.C. §§ 12101, et seq., the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Consolidated Omnibus Budget Reconciliation Act of 1967; 1986 (“COBRA”), the Older Workers Benefit Protection Act; Occupational Safety and Health Act (“OSHA”) or any other health and/or safety laws, statutes, or regulations, the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), 38 U.S.C. §§ 4301-4333, the Employee Retirement Income Security Act of 1974; 1974 (“ERISA”), 29 U.S.C. §§ 301, et seq., the Immigration Reform and Control Act of 1986, 8 U.S.C. §§ 1101, et seq., or the Internal Revenue Code of 1986, as amended, the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; all claims arising under the Xxxxxxxx-Xxxxx Act of 20022002 (Public Law 107-204), including whistleblowing claims under 18 U.S.C. §§ 1513(e) and 1514A; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Nevada Wage and Hour LawLaws, NEV. REV. STAT. § 608.005, et seq., the Maryland WageNevada Fair Employment Practices Act. NEV. REV. STAT. § 613.310 et seq., Payment and Collection Law;any and all other foreign, federal, state, or local laws, common law, or case law, including but not limited to all statutes, regulations, common law, and other laws in place in Xxxxx County, Nevada.
(b) Executive acknowledges that there is a risk that after the execution of this Separation Agreement, Executive will incur or suffer damage, loss, or injury that is in some way caused by or connected with Executive’s employment with the Company or its Subsidiaries or Affiliates or Executive’s separation from the Company or its Subsidiaries or Affiliates, and any relationship with or membership or investment in the Company Releasees, but that is unknown or unanticipated at the time of execution of this Separation Agreement. Executive specifically assumes that risk, and agrees that this Separation Agreement and the Released Claims apply to all unknown or unanticipated, accrued or contingent claims and all matters caused by or connected with Executive’s employment with the Company or its Subsidiaries or Affiliates and/or Executive’s separation from the Company or its Subsidiaries or Affiliates, as well as those claims currently known or anticipated. Executive acknowledges and agrees that this Separation Agreement constitutes a knowing and voluntary waiver of any and all rights and claims Executive does or may have as of the Separation Agreement Effective Date. Executive acknowledges that Executive has waived rights or claims pursuant to this Separation Agreement in exchange for consideration, the value of which exceeds payment or remuneration to which Executive otherwise would be entitled.
(c) any and all such claims for violation of To the federal or any state constitution;
(d) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(e) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right Executive agrees never to file a charge lawsuit or other adversarial proceeding with any court or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, arbitrator against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee)other Company Releasee asserting any Released Claims. Executive represents and agrees that, claims prior to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRAsigning this Separation Agreement, claims to Executive has not filed or pursued any benefit entitlements vested as the date of separation of Employee’s employmentcomplaints, pursuant to written terms charges, or lawsuits of any employee benefit plan of kind with any court, governmental or administrative agency, arbitrator, or other forum against the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment other Company Releasees, asserting any claims whatsoever. Executive understands and acknowledges that, in the event Executive files an administrative charge or commences any proceeding with respect to any Released Claim, or in the event another person or entity does so in whole or in part on Executive’s behalf, Executive waives and is estopped from receiving any monetary award or other legal or equitable relief in connection with any such proceeding.
(d) Executive represents and warrants that Executive has not assigned, transferred, or permitted the subrogation of any of Executive’s rights, claims, and/or causes of action, including any claims referenced in this Separation Agreement., or authorized any other person or entity to assert any such claim or claims on Executive’s behalf, and Executive agrees to indemnify and hold harmless the Company against any assignment, transfer, or subrogation of said rights, claims, and/or causes of action
Appears in 2 contracts
Samples: Employment Agreement (Caesars Entertainment Operating Company, Inc.), Employment Agreement (Caesars Entertainment Operating Company, Inc.)
Release of Claims. Employee agrees that(a) Executive, other than with respect to the Retained Claimsfor Executive, the foregoing consideration represents settlement in full Executive’s spouse, and each of all outstanding obligations owed to Employee by Executive’s heirs, beneficiaries, representatives, agents, successors, and assigns (collectively, “Executive Releasors”), irrevocably and unconditionally releases and forever discharges the Company, any each and all of its predecessors, parents, Subsidiaries, Affiliates, divisions, successors, and assigns (collectively with the Company, the “Company Entities”), and each and all of the Company’s direct or indirect subsidiaries and affiliates, and any of their Company Entities’ current and former officers, directors, equity holdersemployees, managersshareholders, employeesrepresentatives, attorneys, agents, investorsand assigns (collectively, attorneyswith the Company Entities, shareholdersthe “Company Releasees”), administratorsfrom any and all causes of action, affiliatesclaims, benefit plansactions, plan administratorsrights, insurersjudgments, trusteesobligations, divisionsdamages, demands, accountings, or liabilities of any kind or character, whether known or unknown, whether accrued or contingent, that Executive has, had, or may have against them, or any of them, by reason of, arising out of, connected with, touching upon, or concerning Executive’s employment with the Company, Executive’s separation from the Company, and subsidiaries Executive’s relationship with any or all of the Company Releasees, and predecessor from any and successor corporations all statutory claims, regulatory claims, claims under the Employment Agreement, and assigns in their capacity any and all other claims or matters of whatever kind, nature, or description, arising from the beginning of the world up through the Separation Agreement Effective Date (as such defined below) (collectively, the “ReleaseesReleased Claims”). EmployeeExecutive acknowledges that the Released Claims specifically include, on his own behalf and on behalf of Employee’s heirsbut are not limited to, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:
(a) any and all such claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; fraud, breach of express or implied contract, both express and implied; breach of the implied covenant of good faith and fair dealing, both express and implied; promissory estoppel; interference with contractual rights, violation of public policy, invasion of privacy, intentional or negligent or intentional infliction of emotional distress; fraud; , intentional or negligent misrepresentation, defamation, libel, slander, or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion breach of privacy; false imprisonment; conversion; and disability benefits;
(b) any and all such claims for violation failure to pay wages, benefits, deferred compensation, commissions, bonuses, vacation pay, expenses, severance pay, attorneys’ fees, or other compensation of any federalsort; claims related to stock options, stateequity awards, or municipal statuteother grants, includingawards, but not limited toor warrants; claims related to any tangible or intangible property of Executive that remains with the Company; claims for retaliation, harassment or discrimination on the basis of race, color, sex, sexual orientation, national origin, ancestry, religion, age, disability, medical condition, marital status, gender identity, gender expression, or any other characteristic or criteria protected by law; any claim under Title VII of the Civil Rights Act of 1964; 1964 (Title VII, as amended), 42 U.S.C. §§ 2000e, et seq., the Civil Rights Act of 1991; , the Rehabilitation Civil Rights Act of 1973; 1866, the Family and Medical Leave Act (“FMLA”), 29 U.S.C. §§ 2601, et seq., the Fair Labor Standards Act (“FLSA”), 29 U.S.C. §§ 201, et seq., the Equal Pay Act, 29 U.S.C. §206(a) and interpretive regulations, the Americans with Disabilities Act of 1990; (“ADA”), 42 U.S.C. §§ 12101, et seq., the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Consolidated Omnibus Budget Reconciliation Act of 1967; 1986 (“COBRA”), the Older Workers Benefit Protection Act; Occupational Safety and Health Act (“OSHA”) or any other health and/or safety laws, statutes, or regulations, the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), 38 U.S.C. §§ 4301-4333, the Employee Retirement Income Security Act of 1974; 1974 (“ERISA”), 29 U.S.C. §§ 301, et seq., the Immigration Reform and Control Act of 1986, 8 U.S.C. §§ 1101, et seq., or the Internal Revenue Code of 1986, as amended, the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; all claims arising under the Xxxxxxxx-Xxxxx Act of 20022002 (Public Law 107-204), including whistleblowing claims under 18 U.S.C. §§ 1513(e) and 1514A; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Nevada Wage and Hour LawLaws, NEV. REV. STAT. § 608.005, et seq., the Maryland WageNevada Fair Employment Practices Act. NEV. REV. STAT. § 613.310 et seq., Payment and Collection Law;any and all other foreign, federal, state, or local laws, common law, or case law, including but not limited to all statutes, regulations, common law, and other laws in place in Xxxxx County, Nevada. Executive understands that nothing contained in this agreement limits Executive’s ability to file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (government agencies). Executive further understands that this Agreement does not limit Executive’s ability to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. This Agreement does not limit Executive’s right to receive an award for information provided to any government agencies.
(b) Executive acknowledges that there is a risk that after the execution of this Separation Agreement, Executive will incur or suffer damage, loss, or injury that is in some way caused by or connected with Executive’s employment with the Company or its Subsidiaries or Affiliates or Executive’s separation from the Company or its Subsidiaries or Affiliates, and any relationship with or membership or investment in the Company Releasees, but that is unknown or unanticipated at the time of execution of this Separation Agreement. Executive specifically assumes that risk, and agrees that this Separation Agreement and the Released Claims apply to all unknown or unanticipated, accrued or contingent claims and all matters caused by or connected with Executive’s employment with the Company or its Subsidiaries or Affiliates and/or Executive’s separation from the Company or its Subsidiaries or Affiliates, as well as those claims currently known or anticipated. Executive acknowledges and agrees that this Separation Agreement constitutes a knowing and voluntary waiver of any and all rights and claims Executive does or may have as of the Separation Agreement Effective Date. Executive acknowledges that Executive has waived rights or claims pursuant to this Separation Agreement in exchange for consideration, the value of which exceeds payment or remuneration to which Executive otherwise would be entitled.
(c) any and all such claims for violation of To the federal or any state constitution;
(d) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(e) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right Executive agrees never to file a charge lawsuit or other adversarial proceeding with any court or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, arbitrator against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee)other Company Releasee asserting any Released Claims. Executive represents and agrees that, claims prior to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRAsigning this Separation Agreement, claims to Executive has not filed or pursued any benefit entitlements vested as the date of separation of Employee’s employmentcomplaints, pursuant to written terms charges, or lawsuits of any employee benefit plan of kind with any court, governmental or administrative agency, arbitrator, or other forum against the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment other Company Releasees, asserting any claims whatsoever. Executive understands and acknowledges that, in the event Executive files an administrative charge or commences any proceeding with respect to any Released Claim, or in the event another person or entity does so in whole or in part on Executive’s behalf, Executive waives and is estopped from receiving any monetary award or other legal or equitable relief in connection with any such proceeding.
(d) Executive represents and warrants that Executive has not assigned, transferred, or permitted the subrogation of any of Executive’s rights, claims, and/or causes of action, including any claims referenced in this Separation Agreement., or authorized any other person or entity to assert any such claim or claims on Executive’s behalf, and Executive agrees to indemnify and hold harmless the Company against any assignment, transfer, or subrogation of said rights, claims, and/or causes of action
Appears in 2 contracts
Samples: Employment Agreement (CAESARS ENTERTAINMENT Corp), Employment Agreement (CAESARS ENTERTAINMENT Corp)
Release of Claims. Employee Executive agrees that, other than with respect to the Retained Claims, the foregoing consideration represents that terms provided for under this Agreement represent settlement in full of any and all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employeesExecutives, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Executive’s employment relationship with the Company, termination thereof, and changes to that relationship reflected herein;
b. any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; any obligations under his employment offer with the Company or any change of control arrangement; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Uniformed Services Employment and Reemployment Rights Act; the California Family Rights Act; the California Labor Code, State Government Title, ; the Maryland Flexible Leave California Workers’ Compensation Act, ; and the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection LawHousing Act;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, EmployeeExecutive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employeeany such filing or participation does not give Executive the right to recover any monetary damages against the Company; Executive’s release of claims herein bars Employee Executive from recovering such monetary relief from the Company Company). Executive represents that he has made no assignment or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms transfer of any employee benefit plan right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section. Neither Executive nor the Company or its affiliates and any Retained Claims. This release further does not intends to release claims that neither may release as a matter of law, including but not limited to claims for breach of indemnity under California Labor Code Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreement2802.
Appears in 2 contracts
Samples: Separation Agreement (Spansion Inc.), Separation Agreement (Spansion Inc.)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the conclusion of that relationship, including without limitation any claims under the Employment Agreement;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code, State Government Title, ; the Maryland Flexible Leave California Workers’ Compensation Act, ; and the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection LawHousing Act;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company Company). In addition, Employee is not waiving or releasing under this Agreement any Releasee), claims indemnification rights to continued participation in certain of which Employee may be entitled under the Company’s group benefit plans pursuant formation documents, by contract, or as a matter of law. Notwithstanding the foregoing, Employee acknowledges that any and all disputed wage claims that are released herein shall be subject to the terms and conditions of COBRAbinding arbitration in accordance with Paragraph 19, claims to any benefit entitlements vested except as the date of separation of Employee’s employment, pursuant to written terms required by applicable law. Employee represents that he has made no assignment or transfer of any employee benefit plan right, claim, complaint, charge, duty, obligation, demand, cause of the Company action, or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) other matter waived or Section 8(c) of the Employment Agreementreleased by this Section.
Appears in 2 contracts
Samples: Separation Agreement (Netgear, Inc), Separation Agreement (Netgear, Inc)
Release of Claims. Employee Executive agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employeesExecutives, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such assigns, (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx sxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; , termination in violation of public policy; , discrimination; , harassment; , retaliation; , breach of contract, contract (both express and implied; ), breach of covenant of good faith and fair dealing, dealing (both express and implied; ), promissory estoppel; , negligent or intentional infliction of emotional distress; , fraud; , negligent or intentional misrepresentation; , negligent or intentional interference with contract or prospective economic advantage; , unfair business practices; , defamation; , libel; , slander; , negligence; , personal injury; , assault; , battery; , invasion of privacy; , false imprisonment; , conversion; , and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; , the Rehabilitation Act of 1973; , the Americans with Disabilities Act of 1990; , the Equal Pay Act; , the Fair Labor Standards Act, the Fair Credit Reporting Act; [, the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Act; , the Employee Retirement Income Security Act of 1974; , the Worker Adjustment and Retraining Notification Act;] , the Family and Medical Leave Act; , the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Immigration Reform and Control Act, the Maryland Wage and Hour LawCalifornia Family Rights Act, the Maryland WageCalifornia Labor Code, Payment the California Workers’ Compensation Act, and Collection Lawthe California Fair Employment and Housing Act;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, includingincluding any Protected Activity (as defined below). Any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with Section 18, but not limited to, Employee’s right to file a charge with or participate in a charge except as required by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claimsapplicable law. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementextend to any right Executive may have to unemployment compensation benefits.
Appears in 2 contracts
Samples: Separation Agreement (Sierra Monitor Corp /Ca/), Separation Agreement (Sierra Monitor Corp /Ca/)
Release of Claims. Employee agrees that, other than with respect to (a) Effective as of the Retained Claimsdate hereof, the foregoing consideration represents settlement in full Lender, on behalf of all outstanding obligations owed to Employee by the Companyitself and its Affiliates, any of the Company’s direct or indirect subsidiaries successors and affiliatesassigns, hereby unconditionally and irrevocably and forever releases and discharges Minim, its Affiliates, successors and assigns, and any of their current and respective present or former officersequityholders, directors, equity holders, managers, employeesofficers, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such employees or agents (collectively, the “ReleaseesMinim Released Parties”). Employee, on his own behalf of and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursuehereby unconditionally and irrevocably waives, any claimand all claims, complaintdebts, chargelosses, dutyexpenses, obligationproceedings, or cause covenants, liabilities, judgments, damages, actions and causes of action relating to any matters action, obligations, accounts and liabilities of any kindkind or character whatsoever, whether presently known or unknown, suspected or unsuspected, in contract, direct or indirect, at law or in equity that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company Lender or any of its direct Affiliates ever had, or indirect subsidiaries as of the date hereof has against any Minim Released Party, for or affiliates and/or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever arising prior to the termination date hereof to the extent relating to the Debt Obligations or arising under the Loan Documents (the “Lender Released Claims”); provided that nothing in this Section 4(a) will operate to release any liability or obligation of that relationshipany Minim Released Party from, includingand the Lender Released Claims shall not include any liability, without limitation:
(a) any and all such obligation or claims for wrongful discharge arising out of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;under this Agreement.
(b) Effective as of the date hereof, Minim, on behalf of itself and its Affiliates, successors and assigns, hereby unconditionally and irrevocably and forever releases and discharges the Lender, its Affiliates, successors and assigns, and any of its present or former equityholders, directors, managers, officers, employees or agents (collectively, the “Lender Released Parties”), of and from, and hereby unconditionally and irrevocably waives, any and all such claims for violation claims, debts, losses, expenses, proceedings, covenants, liabilities, judgments, damages, actions and causes of action, obligations, accounts and liabilities of any federalkind or character whatsoever, stateknown or unknown, suspected or unsuspected, in contract, direct or indirect, at law or in equity that Minim or any of its Affiliates ever had, or municipal statute, including, but not limited to, Title VII as of the Civil Rights Act date hereof has against any Lender Released Party, for or by reason of 1964any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever arising prior to the date hereof to the extent relating to the Debt Obligations or arising under the Loan Documents (the “Minim Released Claims”); provided that nothing in this Section 4(b) will operate to release any liability or obligation of any Lender Released Party from, and the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland CodeMinim Released Claims shall not include any liability, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(c) any and all such claims for violation of the federal obligation or any state constitution;
(d) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(e) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in under this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreement.
Appears in 2 contracts
Samples: Debt Conversion Agreement (Minim, Inc.), Debt Conversion Agreement (Hitchcock Jeremy P.)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the CompanyCompany and its past and present administrators, any of the Company’s direct or indirect subsidiaries and affiliatesmanagers, and any of their current and former officers, directors, equity holdersemployees, investors, stockholders, agents, predecessors, successors in interest, and assigns, employee benefit plans and their fiduciaries, subsidiaries, predecessors and successors in interest, agents, representatives and assigns. Employee hereby fully and forever releases the Company and its past and present administrators, managers, officers, directors, employees, investors, stockholders, agents, investorspredecessors, attorneyssuccessors in interest, shareholders, administratorsand assigns, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, subsidiaries, employee benefit plans and subsidiaries their fiduciaries, subsidiaries, predecessors and predecessor and successor corporations and assigns successors in their capacity as such interest (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, prosecute or pursue, any claim, complaint, charge, duty, obligation, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:
(a) any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Employee’s right to purchase or actual purchase (if any) of shares of stock of the Company, including, without limitation, any claims for fraud; misrepresentation; breach of fiduciary duty; breach of duty under applicable state corporate law; and securities fraud under any state or federal law;
(c) any and all claims under the law of any jurisdiction including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment; retaliation; fraud in the inducement, breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; workers’ compensation; and disability benefits;
(bd) any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Age Discrimination in Employment Act of 19731967; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Labor Standards Act; the Employee Retirement Income Security Act of 1974; the The Worker Adjustment and Retraining Notification Act;] ; the Older Workers Benefit Protection Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002California Family Rights Act; Title 20 of the Maryland California Fair Employment and Housing Act; and the California Labor Code, State Government Titleincluding, the Maryland Flexible Leave Actbut not limited to, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection LawLabor Code Sections 1400-1408;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. The Company and Employee agrees agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims extend to any obligations incurred under this Supplemental Agreement, nor to any rights to defense and indemnity that cannot be released as a matter of law, including, but not limited to, Employee’s right Employee may have available to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief him from the Company or any Releasee), claims pursuant to continued participation in certain the terms of the Company’s group benefit plans insurance policies, the Company’s By-Laws, or pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company statute or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementcommon law.
Appears in 2 contracts
Samples: Transition Agreement and Release, Transition Agreement and Release (Tibco Software Inc)
Release of Claims. Employee agrees that, other than with respect to that the Retained Claims, the foregoing consideration in Section 1 hereof represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his Employee’s own behalf and on behalf of Employee’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx sxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of date Employee signs this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company, the decision to terminate that relationship, and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims under the law of any jurisdiction, including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, the following, each as may be amended, and except as prohibited by law: Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002Uniformed Services Employment and Reemployment Rights Act; Title 20 of the Maryland Code, State Government Title, Immigration Reform and Control Act; and the Maryland Flexible Leave National Labor Relations Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, includingincluding any Protected Activity (as defined below). Any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with the Supplemental Release, except as required by applicable law. This release does not extend to any right Employee may have to unemployment compensation benefits or workers’ compensation benefits. Further, notwithstanding any of the foregoing, nothing in this Agreement releases any rights or claims Employee may have under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, or the California Fair Employment and Housing Act, but Employee acknowledges that Employee will release such claims upon executing the Supplemental Release. In addition, this release does not limited toextend to any rights of indemnification Employee may have pursuant to the Indemnification Agreement, Employee’s right pursuant to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant certificate of incorporation and bylaws, or under any applicable D&O insurance policy with the Company, subject to the terms respective terms, conditions, and conditions limitations of COBRAsuch Indemnification Agreement, claims to any benefit entitlements vested certificate of incorporation and bylaws, or D&O insurance policy, in each case, as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementmay be applicable.
Appears in 2 contracts
Samples: Transition Agreement and Release (Inogen Inc), Transition Agreement and Release (Inogen Inc)
Release of Claims. Employee EMPLOYEE agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee EMPLOYEE by the Company, any of the Company’s direct or indirect subsidiaries COMPANY and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeEMPLOYEE, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx sxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee EMPLOYEE may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from EMPLOYEE’S employment relationship with the COMPANY, EMPLOYEE’S EMPLOYMENT AGREEMENT, the termination of that relationship, or the failure or refusal to provide EMPLOYEE with any benefits pursuant to any employee benefit plan or arrangement maintained, administered, sponsored, or funded by the COMPANY;
b. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) c. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act;; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 19741974 (including but not limited to any claim for denial of benefits, interference with benefits, or breach of fiduciary duty); the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(c) any and all amendments to any such claims for violation of the federal laws; and other applicable federal, state, or any state constitutionlocal fair employment and anti-discrimination statutes not listed above;
(d) d. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(e) e. any and all such claims for attorneys’ fees and costs. Employee EMPLOYEE agrees that the release set forth in this section shall will be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s EMPLOYEE’S right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company COMPANY (with the understanding that Employee’s any such filing or participation does not give EMPLOYEE the right to recover any monetary damages against the COMPANY; EMPLOYEE’S release of claims herein bars Employee EMPLOYEE from recovering such monetary relief from the Company or any ReleaseeCOMPANY), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreement.
Appears in 2 contracts
Samples: Separation and Release Agreement (Ballantyne Strong, Inc.), Separation and Release Agreement (Ballantyne Strong, Inc.)
Release of Claims. Employee Executive agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of other than obligations that remain outstanding pursuant to the Employment Agreement or the Company’s direct or indirect subsidiaries employee benefit plans. Executive, on behalf of Executive and affiliateshis heirs, family members, executors, successors and any of their current assigns, hereby fully and former forever releases the Company and its past, present and future officers, agents, directors, equity holders, managersexecutives, employees, agentsrepresentatives, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and subsidiaries, parents, predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx or otherwise institute or cause to be instituted any legal or administrative proceedings concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the Effective Date of this Agreement (as defined in below), other than his rights under Section 11 below) that relate to or arise from Employee’s employment or service relationship with of the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipEmployment Agreement, including, without limitation:
(a) any Any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship or any transactions between the Company, as an employer and Executive as employee;
(b) Any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of, shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law and securities fraud under any state or federal law;
(c) Any and all claims for wrongful discharge of employment; termination in violation of public policy; harassment; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppelestoppels; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
(bd) any Any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [, the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Americans with Disabilities Act of 1990, the Fair Labor Standards Act; , the Employee Retirement Income Security Act of 1974; , the Worker Adjustment and Retraining Notification Act;] , the Sarbanes Oxley Act of 2002, the Occupational Safety and Health Administration Act of 1970, the Older Workers Benefit Protection Act of 1990, the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title1993, the Maryland Flexible Leave California Fair Employment and Housing Act, and California Labor Code Sections 201 et seq. and 970 et seq. and all amendments to each such Act as well as the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Lawregulations issued hereunder;
(ce) any Any and all such claims for violation of the federal or any state constitution;
(df) any Any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(eg) any Any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section Section 4 shall be and remain in effect in all respects as a complete general release as to the matters released. Employee The Parties agree that the release set forth in this release should be interpreted as broadly as possible Section 4 shall not apply to achieve Employee’s intention (i) rights that Executive may have under the Employment Agreement or (ii) rights to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of indemnification Executive may have under the Company’s group benefit plans pursuant to the terms and conditions Certificate of COBRAIncorporation, claims to any benefit entitlements vested Bylaws, or separate indemnification agreement, as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementapplicable.
Appears in 2 contracts
Samples: Employment Agreement (Autodesk Inc), Employment Agreement (Autodesk Inc)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 the Immigration Control and Reform Act; the Texas Occupational Safety Act; the Texas Payday Act; Texas Workers’ Compensation Act; and Chapter 21 of the Maryland Code, State Government Title, Texas Labor Code (also known as the Maryland Flexible Leave Texas Commission on Human Rights Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law);
(ce) any and all such claims for violation of the federal or any state constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or including any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company Protected Activity (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releaseeas defined below), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach extend to any right Employee may have to unemployment compensation benefits or workers’ compensation benefits. Employee represents that Employee has made no assignment or transfer of Section 8(a)any right, Section 8(b) claim, complaint, charge, duty, obligation, demand, cause of action, or Section 8(c) of the Employment Agreementother matter waived or released by this Section.
Appears in 2 contracts
Samples: Executive Employment Agreement (Savara Inc), Executive Employment Agreement (Savara Inc)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their current and former its officers, directors, equity holders, managers, supervisors, agents and employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf behalf, and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby fully and forever releases the Releasees Company and its officers, directors, employees, agents, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, from, and agrees not to xxx sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, obligation or cause of action relating relatxxx to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the Effective Date of this Supplemental Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:
(a) any and all such claims relating to or arising from Employee's employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to or arising from Employee's right to purchase, or actual purchase of, shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [, the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Americans with Disabilities Act of 1990, the Fair Labor Standards Act; , the Employee Retirement Income Security Act of 1974; , the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave California Fair Employment and Housing Act, and Labor Code section 201, et seq. and section 970, et seq. and all amendments to each such act as well as the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Lawregulations issued thereunder;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(eg) any and all such claims for attorneys’ ' fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims extend to any obligations incurred under this Supplemental Agreement. Employee acknowledges and agrees that cannot any breach of any provision of this Supplemental Agreement shall constitute a material breach of this Supplemental Agreement and, in the case of a breach by Employee, shall entitle the Company immediately to recover and cease the severance benefits provided to Employee under this Supplemental Agreement. Employee shall also be released as a matter of lawresponsible to the Company for all costs, including, but not limited to, Employee’s right to file a charge with or participate in a charge attorneys' fees and damages incurred by the Equal Employment Opportunity CommissionCompany in (a) enforcing the obligations of this Supplemental Agreement, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against including the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms bringing of any employee benefit plan suit to recover the severance benefits provided under this Supplemental Agreement, and (b) defending against a claim or suit brought or pursued by Employee in violation of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment this Supplemental Agreement.
Appears in 1 contract
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of . Employee and the Company’s direct or indirect subsidiaries and affiliates, on behalf of themselves, and any of their current and former respective heirs, family members, executors, officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and subsidiaries, predecessor and successor corporations corporations, and assigns in assigns, hereby fully and forever release each other and their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s respective heirs, family members, executors, agentsofficers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees agree not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee any of them may possess against any of the Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:,
(a) any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims under the law of any jurisdiction including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [, the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Americans with Disabilities Act of 1990, the Fair Labor Standards Act; , the Employee Retirement Income Security Act of 1974; the , The Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave , Older Workers Benefit Protection Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave California Fair Employment and Housing Act, and the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection LawCalifornia Labor Code;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs, except as specifically provided in Section 17 hereof. The Company and Employee agrees agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims extend to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment obligations incurred under this Agreement.
Appears in 1 contract
Release of Claims. Employee Executive agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Executive by Parent, the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”) pursuant to the Bonus Agreement; provided, however that the foregoing release shall not cover obligations arising from rights of Executive (i) under any indemnification agreement between Executive and the Company (including indemnification provided for under applicable law) or insurance policy of the Company, in each case, in effect as of the date of Closing (as defined in the Merger Agreement), (ii) under the Charter Documents (as defined in the Merger Agreement) (iii) relating to salaries, vacation and expenses that have accrued prior to the date of, or will be due to Executive after the date of this Agreement (with respect to periods prior to the date hereof) in the ordinary course of business consistent with past practices, or (iv) the obligations of the Parent set forth in the Separation Agreement and Release between Executive and Parent. EmployeeExecutive, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to (i) any matters relating to Executive’s employment by Company or Parent through the Earn Out Period, (ii) the payment of the Earn-Out Bonus or claims that could be asserted under the Bonus Agreement or the Merger Agreement (with respect to the calculation of the Earn-Out Bonus), or (iii) purchase or actual purchase by Executive of shares of stock of the Company, including, without limitation, any kindclaims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (such released claims collectively referred to as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:
(a) any and all such claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(c) any and all such claims for violation of the federal or any state constitution;
(d) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(e) any and all such claims for attorneys’ fees and costs“Claims”). Employee Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters releasedClaims. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims related to Executive’s ongoing and future employment with the Parent after the date hereof. Executive represents that cannot be released as a matter he has made no assignment or transfer of lawany right, includingclaim, but not limited tocomplaint, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commissioncharge, duty, obligation, demand, cause of action, or any other local, state, matter waived or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementreleased by this Section.
Appears in 1 contract
Release of Claims. Employee Executive agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of any and all outstanding obligations under any applicable law owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Sierra Monitor Group and affiliates, and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, related corporations and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx sxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, under any applicable law, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipRelease Agreement, including, without limitation:
(a) any and all such claims relating to or arising from Executive’s employment relationship with the Sierra Monitor Group and the termination of those relationships;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of Sierra Monitor or any member of the Sierra Monitor Group, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable corporate law, and securities fraud under any applicable law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of laws under any foreign jurisdiction, including, but not limited to, the United States, any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland California Family Rights Act; the California Labor Code, State Government Title, ; the Maryland Flexible Leave California Workers’ Compensation Act, ; the Maryland Wage California Fair Employment and Hour Law, Housing Act; and the Maryland Wage, Payment and Collection LawUtah Antidiscrimination Act;
(ce) any and all such claims for violation of the federal or any state constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Executive as a result of this Release Agreement or otherwise during Executive’s employment with the Sierra Monitor Group; and
(eh) any and all such claims for attorneys’ fees and costs. Employee .
(i) Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waiveRelease Agreement. Where applicable, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This this release does not release claims that cannot be released as a matter of law, including, but not limited to, EmployeeExecutive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company Sierra Monitor (with the understanding that Employeeany such filing or participation does not give Executive the right to recover any monetary damages against the Sierra Monitor Group; Executive’s release of claims herein bars Employee Executive from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain member of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms Sierra Monitor Group). Executive represents that he has made no assignment or transfer of any employee benefit plan right, claim, complaint, charge, duty, obligation, demand, cause of the Company action, or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) other matter waived or Section 8(c) of the Employment Agreementreleased by this Section.
Appears in 1 contract
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his Employee’s own behalf and on behalf of Employee’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of date Employee signs this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship, including any claims under the Employment Letter, Change in Control Severance Agreement, or any other agreement or arrangement with the Company;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims under the law of any jurisdiction, including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, the following, each as may be amended, and except as prohibited by law: Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the XxxxxxxxUniformed Services Employment and Reemployment Rights Act; the Immigration Reform and Control Act; the Washington Law Against Discrimination (RCW ch. 49.60); other Washington sex and age discrimination laws (e.g., RCW 49.12.200, 49.44.090); Washington laws regarding prohibited employment practices (RCW ch. 49.44); the Washington Equal Pay Opportunity Act (RCW ch. 49.58); Washington whistleblower protection laws (e.g., RCW 49.60.210, 49.12.005, and 49.12.130); the Washington Family Care Act (RCW 49.12.265 to 49.12.295); the Washington Family Leave Act (RCW ch. 49.78); the Washington Military Family Leave Act (RCW ch. 49.77); the Washington Paid Family and Medical Leave Act (RCW ch. 50A.04); the Washington Minimum Wage Act (RCW ch. 49.46); the Washington law regarding non-Xxxxx Act of 2002competition agreements (RCW ch. 49.62); Title 20 Washington wage, hour, and working conditions laws, and all other provisions of the Maryland Code, State Government Title, Washington Industrial Welfare Act (RCW ch. 49.12); the Maryland Flexible Leave Act, Washington Wage Payment Act (RCW ch. 49.48); and the Maryland Washington Wage and Hour Law, the Maryland Wage, Payment and Collection LawRebate Act (RCW ch. 49.52);
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, includingincluding any Protected Activity (as defined below). Any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with Section 19, but not limited to, Employee’s right to file a charge with or participate in a charge except as required by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claimsapplicable law. This release further does not extend to any right Employee may have to unemployment compensation benefits or workers’ compensation benefits. In addition, this release claims for breach does not extend to any rights of Section 8(a)indemnification Employee may have under the Indemnification Agreement, Section 8(b) or Section 8(c) subject to the terms, conditions, and limitations of the Employment AgreementIndemnification as may be applicable.
Appears in 1 contract
Samples: Transition Agreement and Release (Athira Pharma, Inc.)
Release of Claims. Employee Executive agrees that, other than that the consideration to be paid in accordance with respect to the Retained Claims, terms and conditions of the foregoing consideration Severance Agreement represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholdersstockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitationlimitation the following:
(a) any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland [California Family Rights Act]; [the California Labor Code, State Government Title, ]; [the Maryland Flexible Leave California Workers’ Compensation Act, ]; and [the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection Law;Housing Act];(1)
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall Section 3 (the “Release”) will be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible The Release does not extend to achieve Employee’s intention to waive, to any severance obligations due Executive under the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateSeverance Agreement. This release The Release does not release claims that cannot be released as a matter of law, including, but not limited to, EmployeeExecutive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employeeany such filing or participation does not give Executive the right to recover any monetary damages against the Company; Executive’s release of claims herein bars Employee Executive from recovering such monetary relief from the Company Company). Executive represents that Executive has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section 3. Nothing in this Agreement waives Executive’s rights to indemnification or any Releasee)payments under any fiduciary insurance policy, claims to continued participation in certain if any, provided by any act or agreement of the Company, state or federal law or policy of insurance.
(1) References to California statutes will only be included in this Agreement if Executive resides in California at the time Executive’s group benefit plans pursuant employment relationship is terminated. Otherwise, statutes specific to the terms and conditions state in which Executive resides at the time of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementtermination will be substituted.
Appears in 1 contract
Samples: Change of Control and Severance Agreement (Veracyte, Inc.)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his Employee’s own behalf and on behalf of Employee’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx sxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship, including any claims under the Employment Agreement;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims under the law of any jurisdiction, including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; , the Rehabilitation Act of 1973; , the Americans with Disabilities Act of 1990; , the Equal Pay Act; , the Fair Labor Standards Act, the Fair Credit Reporting Act; [, the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Act; , the Employee Retirement Income Security Act of 1974; , the Worker Adjustment and Retraining Notification Act;] , the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Immigration Reform and Control Act, the Maryland Wage and Hour LawNational Labor Relations Act, the Maryland WageCalifornia Family Rights Act, Payment the California Labor Code, the California Workers’ Compensation Act, and Collection Lawthe California Fair Employment and Housing Act;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, includingincluding any Protected Activity (as defined below). Any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with Section 19, but not limited to, Employee’s right to file a charge with or participate in a charge except as required by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claimsapplicable law. This release further does not release claims for breach of Section 8(a), Section 8(b) extend to any right Employee may have to unemployment compensation benefits or Section 8(c) of the Employment Agreementworkers’ compensation benefits.
Appears in 1 contract
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the CompanyCompany and its past and present administrators, any of the Company’s direct or indirect subsidiaries and affiliatesmanagers, and any of their current and former officers, directors, equity holdersemployees, investors, stockholders, agents, predecessors, successors in interest, and assigns, employee benefit plans and their fiduciaries, subsidiaries, predecessors and successors in interest, agents, representatives and assigns. Employee hereby fully and forever releases the Company and its past and present administrators, managers, officers, directors, employees, investors, stockholders, agents, investorspredecessors, attorneyssuccessors in interest, shareholders, administratorsand assigns, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, subsidiaries, employee benefit plans and subsidiaries their fiduciaries, subsidiaries, predecessors and predecessor and successor corporations and assigns successors in their capacity as such interest (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, prosecute or pursue, any claim, complaint, charge, duty, obligation, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:
(a) any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Employee’s right to purchase or actual purchase (if any) of shares of stock of the Company, including, without limitation, any claims for fraud; misrepresentation; breach of fiduciary duty; breach of duty under applicable state corporate law; and securities fraud under any state or federal law;
(c) any and all claims under the law of any jurisdiction including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment; retaliation; fraud in the inducement, breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; workers’ compensation; and disability benefits;
(bd) any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Age Discrimination in Employment Act of 19731967; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Labor Standards Act; the Employee Retirement Income Security Act of 1974; the The Worker Adjustment and Retraining Notification Act;] ; the Older Workers Benefit Protection Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002California Family Rights Act; Title 20 of the Maryland California Fair Employment and Housing Act; and the California Labor Code, State Government Titleincluding, the Maryland Flexible Leave Actbut not limited to, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection LawLabor Code Sections 1400-1408;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. The Company and Employee agrees agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims extend to any obligations incurred under this Supplemental Agreement, nor to any rights to defense and indemnity that cannot be released as a matter of law, including, but not limited to, Employee’s right Employee may have available to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief him from the Company or any Releasee), claims pursuant to continued participation in certain the terms of the Company’s group benefit plans insurance policies, the Indemnity Agreement, the Company’s By-Laws, or pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company statute or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementcommon law.
Appears in 1 contract
Samples: Transition Agreement and Release (Tibco Software Inc)
Release of Claims. Employee In consideration for the payments and other benefits provided to Executive by this Agreement, including those described above in Paragraph 5, certain of which Executive is not otherwise entitled, and the sufficiency of which Executive acknowledges, Executive further agrees, as follows:
a. For Executive and for all people acting on Executive’s behalf (such as, but not limited to, family, heirs, executors, administrators, personal representatives, agents and/or legal representatives), Executive agrees thatto waive any and all claims or grievances which Executive may have against Comerica and Comerica’s past or present stockholders, other than with respect to the Retained Claimsdirectors, the foregoing consideration represents settlement officers, trustees, agents, representatives, attorneys, employees, in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct their individual or indirect subsidiaries and affiliatesrepresentative capacities, and any of and all employee benefit plans and their respective past, current and former officersfuture trustees and administrators (hereafter, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “ReleaseesReleased Parties”). EmployeeBy Executive’s signature hereto, Executive, for himself and for all people acting on his own behalf Executive’s behalf, forever and on behalf fully releases and discharges any and all of Employee’s heirsthe Released Parties from any and all claims, family memberscauses of action, executorscontracts, agentsgrievances, liabilities, debts, judgments, and assignsdemands, other than with respect including but not limited to the Retained Claimsany claims for attorney fees, hereby and forever releases the Releasees fromthat Executive ever had, and agrees not to xxx concerningnow has, or may have by reason of or arising in any manner to institute, prosecute, whole or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters in part out of any kindevent, whether presently known act or unknown, suspected omission Restrictive Covenants and General Release Agreement 6 of 21 occurring on or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including prior to the Effective Date of this Agreement (as defined in Section 11 below) Agreement. This release includes, but is not limited to, any and all claims of any nature that relate to or arise from EmployeeExecutive’s employment by or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipemployment with Comerica. This release includes, includingbut is not limited to: claims of promissory estoppel, without limitation:
(a) any and all such claims for forced resignation, constructive discharge, libel, slander, deprivation of due process, wrongful or retaliatory discharge, discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; , breach of contract, both express and implied; breach of covenant of good faith and fair dealingimplied contract, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; , detrimental reliance, invasion of privacy; , negligence, malicious prosecution, false imprisonment; conversion; , fraud, assault and disability benefits;
(b) battery, interference with contractual or other relationships, or any other claim under common law. This release also specifically includes, but is not limited to: any and all such claims for violation of under any federal, state, and/or local law, regulation, or municipal statuteorder prohibiting discrimination, includingincluding the Age Discrimination in Employment Act, but not limited tothe Americans With Disabilities Act, Title VII of the Civil Rights Act of 1964; , the Xxxxxxx-Xxxxxx Civil Rights Act of 1991; Act, or the Rehabilitation Act of 1973; Michigan Persons With Disabilities Civil Rights Act, the Americans Michigan Wage & Fringe Benefit Act, together with Disabilities Act of 1990; the Equal Pay Act; any and all claims under the Fair Credit Reporting Act; [, the Age Discrimination in Uniform Services Employment Act of 1967; the Older Workers Benefit Protection and Reemployment Rights Act; , the Employee Retirement Security Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] , the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(c) any and all such claims for violation of the federal or any state constitution;
(d) any other federal, state, and all such claims arising out of any other laws and regulations or local law, regulation, or order relating to employment employment, as they all have been or employment discrimination; and
(e) any may be amended. It is Executive’s intent, by executing this Restrictive Covenants and General Release Agreement 7 of 21 Agreement, to release all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, specified above to the maximum extent permitted by law, any and all whether said claims against are presently known or unknown.
b. To the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of maximum extent permitted by law, includingExecutive agrees that Executive has not filed, but nor will Executive ever file, a lawsuit asserting any claims which are released by this Agreement.
c. Executive understands and agrees that, other than the payments and benefits expressly enumerated in this Agreement, Executive is not limited to, Employee’s right entitled to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or receive any other localcompensation, stateincentive, wage, vacation or federal administrative body other paid time off, leave, benefit or government agency other payment from Comerica, other than any vested benefits to which Executive may be entitled under the Comerica Incorporated Preferred Savings Plan, the Supplemental Retirement Income Account Plan for Employees of Comerica Incorporated, the Comerica Incorporated Retirement Income Account Plan, the DCP, the DCIAP, and the Comerica Incorporated Amended and Restated Employee Stock Purchase Plan, each as amended and/or restated from time to time, and in each case in accordance with the terms of such plans and, if applicable, any valid elections thereunder. In addition, prior to November 23, 2004, a portion of the Executive’s incentive bonus attributable to the three-year performance period under the MIP’s predecessor plan(s) was automatically invested in common stock that is authorized non-transferrable until Executive terminates employment with Comerica (sometimes referred to enforce or administer laws related as the non-deferred 3-year award program) (the “Non-Deferred Account”). Executive Restrictive Covenants and General Release Agreement 8 of 21 shall be entitled to employment, against receive the Company (with the understanding that Employeeshares in Executive’s release Non-Deferred Account following Executive’s Separation Date.
d. The provisions of claims herein bars Employee from recovering such monetary relief from the Company or this Paragraph 6 do not apply to any Releasee), claims to continued participation in certain of the Company’s group benefit plans claim Executive may have for representation and indemnification pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(bParagraph 5(j) or Section 8(c) of the Employment Agreementabove.
Appears in 1 contract
Samples: Restrictive Covenants and General Release Agreement (Comerica Inc /New/)
Release of Claims. Employee Executive agrees that, other than with respect to the Retained Claims, the foregoing consideration represents that terms provided for under this Agreement represent settlement in full of any and all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employeesExecutives, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Executive’s employment relationship with the Company, resignation thereof, and changes to that relationship reflected herein;
b. any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; any obligations under the Change of Control Agreement; any obligations under the Offer Letter; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Uniformed Services Employment and Reemployment Rights Act; the California Family Rights Act; the California Labor Code, State Government Title, ; the Maryland Flexible Leave California Workers’ Compensation Act, ; and the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection LawHousing Act;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, EmployeeExecutive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employeeany such filing or participation does not give Executive the right to recover any monetary damages against the Company; Executive’s release of claims herein bars Employee Executive from recovering such monetary relief from the Company Company). Executive represents that he has made no assignment or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms transfer of any employee benefit plan right, claim, complaint, charge, duty, obligation, demand, cause of the Company action, or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) other matter waived or Section 8(c) of the Employment Agreementreleased by this Section.
Appears in 1 contract
Samples: Personal Leave Agreement and Release (Spansion Inc.)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Uniformed Services Employment and Reemployment Rights Act; the California Family Rights Act; the California Labor Code, State Government Title, except as prohibited by law; the Maryland Flexible Leave California Workers’ Compensation Act, except as prohibited by law; and the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection LawHousing Act;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should Agreement. This release, and nothing in the Supplemental Release referenced in paragraph 8, shall be interpreted as broadly as possible construed to achieve Employee’s intention to waive, extinguish future obligations of the Company pursuant to the maximum extent permitted Indemnification Agreement (which may include indemnification claims for expenses incurred by law, any and all claims against Employee related to the Releasees arising through the Effective DateCompany’s recent inquiry concerning export compliance). This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company Company). Notwithstanding the foregoing, Employee acknowledges that any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with Paragraph 18, except as required by applicable law. Employee represents that he has made no assignment or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms transfer of any employee benefit plan right, claim, complaint, charge, duty, obligation, demand, cause of the Company action, or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) other matter waived or Section 8(c) of the Employment Agreementreleased by this Section.
Appears in 1 contract
Samples: Separation Agreement (Maxlinear Inc)
Release of Claims. Employee Executive agrees that, other than with respect to the Retained Claims, the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any Company and all of the Company’s its direct or indirect subsidiaries and affiliatesAffiliates (as defined in the Employment Agreement), and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his own behalf and on behalf of Employeeany of Executive’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 7 below), including, without limitation:
(a) that relate any and all claims relating to or arise arising from EmployeeExecutive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or and the termination of that relationship, including, without limitation:;
(ab) any and all such claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bc) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974ERISA (except for any Retained Claims) ; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; and the Xxxxxxxx-Xxxxx SarbanesOxley Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(cd) any and all such claims for violation of the federal or any state constitution;
(de) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(f) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of the Employment Agreement or this Agreement; and
(eg) any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, EmployeeExecutive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that EmployeeExecutive’s release of claims herein bars Employee Executive from recovering such monetary relief from the Company or any Releasee), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of EmployeeExecutive’s employmentemployment (including but not limited to any claims Executive may have under the Equity Incentive Award Plan or any option or award agreements to which Executive is then a party), pursuant to written terms of any employee benefit plan of the Company or its affiliates and Executive’s right under applicable law and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) Article 4 of the Employment Agreement.
Appears in 1 contract
Samples: Employment Agreement (K12 Inc)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 any of the Maryland Codelaws of the state of Washington, State Government Titleincluding, but not limited to, RCW 49 et seq, except as prohibited by law; and any of the Maryland Flexible Leave Actlaws of the state of Oregon (or any other applicable jurisdiction) that are subject to release, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(c) including any and all such amendments thereto and regulations thereunder;
e. any and all claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company). Notwithstanding the foregoing, Employee’s release of claims does not extinguish or diminish Employee’s right to defense and/or indemnification as to claims or causes of action asserted against Employee arising from his employment as an officer of the Company or any Releasee)to the extent such right exists under the Indemnification Agreement between Employee and the Company, claims to continued participation in certain of dated October 4, 2010, the Company’s group benefit plans pursuant Articles of Incorporation, By-laws, or applicable law. Except for claims or causes of action against Employee for which Employee would not be entitled to indemnification and defense under the Indemnification Agreement between Employee and the Company, dated October 4, 2010, the Company’s Articles of Incorporation, By-laws, or applicable law if brought by a third party, the Company and its successors and assigns hereby and forever release Employee, and his respective heirs, family members, executors, agents, and assigns (“Employee Releasees”) from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Company may possess against any of the Employee Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including, without limitation:
a. any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship; and
b. any and all claims for attorneys’ fees and costs. The Company and Employee agree that the releases set forth in this Section 5 shall be and remain in effect in all respects as complete general releases as to the terms and conditions of COBRA, claims matters released. These releases do not extend to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment obligations incurred under this Agreement.
Appears in 1 contract
Release of Claims. Employee agrees that, other than with respect to In return for the Retained Claimsconsideration provided by this Agreement, the foregoing consideration represents settlement Employee, her heirs, assigns, and agents waive and release all waivable claims of any kind (whether known or unknown, and including those under the Age Discrimination in full Employment Act (ADEA, as amended)) that the Employee may have against Releasees (defined below), which arise from or relate to her employment and/or the termination of her employment with the Company. The released/waived claims include, but are not limited to, any and all outstanding obligations owed claims that Releasees (i) discriminated, harassed or retaliated against the Employee on the basis of race, color, religion, national origin, sex (including pregnancy), sexual orientation, gender identity/expression, age, disability, veteran status or other characteristic or activity protected by law, (ii) violated any GE policies, procedures, covenants or express or implied contracts of any kind, (iii) violated any public policy, statutory or common law (including tort), or (iv) are in any way obligated to Employee by pay her wages, penalties, damages, expenses, costs or attorneys’ fees in relation to an alleged violation of any waivable local, state* or federal law. Releasees include the Company, any of the Company’s its predecessors, successors and assigns, their current and former direct or and indirect subsidiaries and parents, affiliates, subsidiaries, divisions, and any of related business entities, and their current and former officers, directors, equity holders, managersshareholders, employees, agents, investors, attorneys, shareholdersrepresentatives and employee benefit programs (including the trustees, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, fiduciaries and subsidiaries and predecessor and successor corporations and assigns in their capacity as insurers of such (collectively, the “Releasees”programs). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to This Release does not waive any rights or claims that may arise after the Retained Claims, hereby and forever releases date the Releasees from, and agrees not to xxx concerningEmployee executes this Agreement, or in that cannot be lawfully released. This Release does not modify or affect any manner vested benefits to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that which the Employee may possess against any be entitled under the terms of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company GE Pension Plan and/or GE Retirement Savings Plan or any rights the Employee may otherwise have to indemnification under the Company’s by-laws or D&O insurance. This Release is not intended to prevent or discourage the Employee from filing a claim or charge or participating in an investigation or proceeding of its direct a governmental agency, including any state or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:
(a) any federal fair employment practices agency and all such claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) any and all such claims for violation of any federal, state, or municipal statute, includinglaw enforcement authorities, but not limited toshe is waiving all rights to monetary, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(c) any and all such claims for violation of the federal injunctive or any state constitution;
(d) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(e) any and all such claims for attorneys’ fees and costs. Employee agrees personal relief that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree may result from that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, process to the maximum extent permitted by law; provided however that this waiver shall not apply to participation in any investigation or proceeding conducted by the U.S. Securities and Exchange Commission or other agency that precludes such a waiver. The Employee also understands that this Release does not prohibit her from discussing her compensation with others; or reporting conduct to, providing truthful information to, or participating in any and all claims against investigation or proceeding conducted by any federal or state government agency or self-regulatory organization. The Employee agrees that on or immediately after the Releasees arising through Separation Date, she will execute a supplemental release (in the form of the SUPPLEMENTAL RELEASE EXHIBIT) covering the period from the Effective Date. This release does not release claims Date to the Separation Date and agrees that cannot be released as a matter of law, including, but not limited to, Employee’s right all the covenants that relate to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to obligations on or after the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan Separation Date will be contingent on her execution of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment AgreementSupplemental Release.
Appears in 1 contract
Release of Claims. Employee agrees that, other than with respect to the Retained ClaimsAs used in this Release of Claims (this “Release”), the foregoing term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. For and in consideration represents settlement of the Severance Benefits (as defined in full my Employment Agreement, dated November __, 2022, with Rumble Inc. (such corporation, the “Company” and such agreement, my “Employment Agreement”)), and other good and valuable consideration, I, Xxxxxxx Xxxxx, for and on behalf of all outstanding obligations owed myself and my heirs, administrators, executors, and assigns, effective as of the date on which this release becomes effective pursuant to Employee by its terms, do fully and forever release, remise, and discharge each of the Company, any and each of the Company’s its direct or and indirect subsidiaries and affiliates, and any of their respective successors and assigns, together with their respective current and former officers, directors, equity holderspartners, managersmembers, shareholders (including any management company of a member or shareholder), employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such agents (collectively, the “ReleaseesGroup”). Employee, on his own behalf from any and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect all claims whatsoever up to the Retained Claimsdate hereof that I had, hereby and forever releases the Releasees from, and agrees not to xxx concerningmay have had, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kindnow have against the Group, whether presently known or unknown, suspected for or unsuspectedby reason of any matter, that Employee may possess against any of the Releasees arising from any omissions, acts, factscause, or damages that have occurred up until and thing whatsoever, including the Effective Date any claim arising out of this Agreement (as defined in Section 11 below) that relate or attributable to or arise from Employee’s my employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipmy employment with the Company, includingwhether for tort, without limitation:
(a) any and all such claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of express or implied contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) any and all such claims for , wrongful termination, unjust dismissal, violation of public policy, defamation, libel, or slander, or under any federal, state, or municipal statutelocal law dealing with discrimination, includingharassment or retaliation, and any other purported restriction on an employer’s right to terminate the employment of employees. The release of claims in this Release includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; , the Americans with Disabilities Act of 1990; , the Civil Rights Act of 1991, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act of 1988, the Equal Pay ActAct of 1963 and the Employee Retirement Income Security Act (excluding claims for accrued, vested benefits under an employee pension or other retirement plan of the Company), each as may be amended from time to time, and all other federal, state, and local laws and the common law or constitution of any jurisdiction. The release contained herein is intended to be a general release of any and all claims to the fullest extent permissible by law and for the provisions regarding the release of claims against the Group to be construed as broadly as possible, and hereby incorporate in this release similar federal, state or other laws, all of which I also hereby expressly waive. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims by me under any of the laws listed in the preceding paragraph. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 8 of my Employment Agreement, (ii) any claims that cannot be waived by law, or (iii) my right of indemnification as provided by, and in accordance with the terms of, the Company’s by-laws or a Company insurance policy providing such coverage, as any of such may be amended from time to time. I expressly acknowledge and agree that I – ● Am able to read the language, and understand the meaning and effect, of this Release; ● Have no physical or mental impairment of any kind that has interfered with my ability to read and understand the Fair Credit Reporting Actmeaning of this Release or its terms, and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release; ● Am specifically agreeing to the terms of the release contained in this Release because the Company has agreed to pay me the Severance Benefits in consideration for my agreement to accept it in full settlement of all possible claims I might have or ever have had against any member of Group, and because of my execution of this Release; ● Acknowledge that, but for my execution of this Release, I would not be entitled to the Severance Benefits; ● Understand that, by entering into this Release, I do not waive rights or claims under ADEA that may arise after the date I execute this Release; ● Had or could have had [twenty-one (21)][forty-five (45)]1 calendar days from the date of my termination of employment (the “Release Expiration Date”) in which to review and consider this Release, and that if I execute this Release prior to the Release Expiration Date, I have voluntarily and knowingly waived the remainder of the review period; ● Have not relied upon any representation or statement not set forth in this Release or my Employment Agreement made by the Company or any of its representatives; ● Was advised to consult with my attorney regarding the terms and effect of this Release; and ● Have signed this Release knowingly and voluntarily. I represent and warrant that I have not previously filed, and to the maximum extent permitted by law agree that I will not file, a complaint, charge, or lawsuit against any member of the Group regarding any of the claims released herein. If, notwithstanding this representation and warranty, I have filed or file such a complaint, charge, or lawsuit, I agree that I shall cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys’ fees of any member of the Group against whom I have filed such a complaint, charge, or lawsuit. Notwithstanding any provision of this Release to the contrary, nothing herein or in any Company policy or agreement prevents me, without notifying the Company, from (i) speaking with law enforcement, my attorney, the U.S. Equal Employment Opportunity Commission, or any state or local division of human rights or fair employment agency; (ii) filing a charge or complaint with, participating in an investigation or proceeding conducted by, or reporting possible violations of law or regulation to any government agency; (iii) participating in a whistleblower program administered by the U.S. Securities and Exchange Commission or any other government agency; (iv) exercising any rights I may have under the National Labor Relations Act or other labor laws to engage in protected concerted activity; or (v) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid, or other public benefits to which I may be entitled; provided, however, that I agree to forgo any monetary benefit from the filing of a charge or complaint with a government agency except pursuant to a whistleblower program or where my right to receive such a monetary benefit is otherwise not waivable by law. 1 NTD: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(c) ). I hereby agree to waive any and all such claims for violation to re-employment with the Company or any other member of the federal Group and affirmatively agree not to seek further employment with the Company or any state constitution;
other member of the Group. Notwithstanding anything contained herein to the contrary, this Release will not become effective or enforceable prior to the expiration of the period of seven (d7) calendar days immediately following the date of its execution by me (the “Revocation Period”), during which time I may revoke my acceptance of this Release by notifying the Company and the Board of Directors of the Company, in writing, delivered to the Company at its principal executive office, marked for the attention of its Chief Financial Officer. To be effective, such revocation must be received by the Company no later than 11:59 p.m. on the seventh (7th) calendar day following the execution of this Release. Provided that the Release is executed and I do not revoke it during the Revocation Period, the eighth (8th) calendar day following the date on which this Release is executed shall be its effective date. I acknowledge and agree that if I revoke this Release during the Revocation Period, this Release will be null and void and of no effect, and neither the Company nor any other member of the Group will have any obligations to pay me the Severance Benefits. The provisions of this Release shall be binding upon my heirs, executors, administrators, legal personal representatives, and all assigns. If any provision of this Release shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such claims arising out provision shall be of no force or effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other laws provision of this Release. I acknowledge and regulations relating agree that each member of the Group shall be a third-party beneficiary to employment or employment discrimination; and
(e) any and all such claims for attorneys’ fees and costs. Employee agrees that the release releases set forth in this section shall be Release, with full rights to enforce this Release and remain in effect in all respects as a complete general release as to the matters releaseddocumented herein. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waiveEXCEPT WHERE PREEMPTED BY FEDERAL LAW, to the maximum extent permitted by lawTHE VALIDITY, any and all claims against the Releasees arising through the Effective DateINTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS RELEASE IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS RULES. This release does not release claims that cannot be released as a matter of lawANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS RELEASE OR CLAIM OF BREACH HEREOF SHALL BE BROUGHT EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, includingTO THE EXTENT FEDERAL JURISDICTION EXISTS, AND IN ANY COURT SITTING IN DELWARE, BUT ONLY IN THE EVENT FEDERAL JURISDICTION DOES NOT EXIST, AND ANY APPLICABLE APPELLATE COURTS. BY EXECUTION OF THIS RELEASE, I CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. FURTHER, I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. Capitalized terms used, but not limited todefined herein, Employee’s right shall have the meanings ascribed to file a charge with or participate such terms in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the my Employment Agreement.. I, Xxxxxxx Xxxxx, have executed this Release of Claims on the respective date set forth below: Xxxxxxx Xxxxx
Appears in 1 contract
Samples: Employment Agreement (Rumble Inc.)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company. Employee, any on behalf of the Company’s direct or indirect subsidiaries and affiliatesEmployee, and any of their current Employee’s respective heirs, family members, executors and former assigns, hereby fully and forever releases the Company and its past, present and future officers, agents, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and subsidiaries, parents, predecessor and successor corporations corporations, and assigns in their capacity as such (collectively, the “ReleaseesRelated Parties”). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in otherwise institute or cause to be instituted any manner to institute, prosecute, legal or pursue, administrative proceedings concerning any claim, complaint, charge, duty, obligation, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:,
(a) any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [, the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Americans with Disabilities Act of 1990, the Fair Labor Standards Act; , the Employee Retirement Income Security Act of 1974; the , The Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave California Fair Employment and Housing Act, and Labor Code section 201, et seq. and section 970, et seq. and all amendments to each such Act as well as the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Lawregulations issued under each such Act;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(eg) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be enforceable to the fullest extent permissible by law, and shall remain in effect in all respects as a complete general release as to the matters released. Notwithstanding the foregoing, Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims release, discharge, or waive: (i) any rights to indemnification that cannot be released as a matter Employee may have under the certificate of lawincorporation, includingthe by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, laws of the State of California or any other localstate of which any subsidiary or affiliate is a domiciliary, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars any indemnification agreement between Employee from recovering such monetary relief from and the Company or any Releaseeindemnification trust established by the Company (to the extent Employee is a beneficiary thereunder), claims ; (ii) any rights to continued participation insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; (iii) any rights Employee may have in certain his/her capacity as a stockholder of the Company’s group benefit plans pursuant ; (iv) any rights Employee may have to enforce the terms and conditions of COBRAany equity or other incentive agreement previously provided to Employee by the Company (or any parent or subsidiary of the Company); (v) any rights the Employee has under the Change of Control Agreement, claims to any benefit entitlements or accrued vested as the date of separation of Employee’s employment, pursuant to written terms of benefits under any employee benefit plan of the Company (or its affiliates any parent or subsidiary of the Company) subject to the terms and conditions of such plan and applicable law; (vi) Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any Retained Claims. This release further does not release claims for breach of Section 8(aother federal, state or local governmental agency (each a “Government Agency”), Section 8(bor otherwise participate in any investigation or proceeding conducted by a Government Agency, or (vii) Employee’s ability to receive monetary rewards under the whistleblower provisions of federal law or Section 8(c) of the Employment Agreementregulation.
Appears in 1 contract
Release of Claims. Employee agrees thatXXXXXXX, other than with respect to the Retained Claimsfor himself and his heirs, the foregoing consideration represents settlement in assigns, executors, and legal and personal representatives, hereby acknowledges full of all outstanding obligations owed to Employee by the Companyand complete satisfaction of, any of the Company’s direct or indirect subsidiaries and waives, releases and forever discharges SMARTBANK and its respective affiliates, divisions, parent companies, subsidiaries, past and any of their current and former present officers, directors, equity holdersadministrators, managersrelated or associated entities, and employees, agentsand each and all of the foregoing persons’ heirs, investorsassigns, attorneysexecutors, shareholdersadministrators and successors and assigns, administratorsor anyone claiming by, affiliatesthrough, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and under or on behalf of Employee’s heirsany of them (hereinafter collectively “RELEASED PARTIES”), family membersfor and from any and all claims, executorsdemands, agentsactions and causes of action, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, in law or in any manner to instituteequity, prosecutesuits, liabilities, losses, costs or pursueexpenses, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee XXXXXXX may possess against have arising out of, or in any way connected with, the events, occurrences, affairs, and transactions between XXXXXXX and RELEASED PARTIES at any time prior to and as of the Releasees arising from any omissionsdate XXXXXXX executes this Agreement, actsknown or unknown, facts, and whether or damages that have occurred up until and including not asserted before the Effective Date of date XXXXXXX executes this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) any and but not limited to, all such claims for discrimination, retaliation, wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; termination, constructive discharge, interference with rights, wrongful demotion, breach of contractexpress or implied contract (including, both express and implied; but not limited to, claims for breach of any employment agreement with SMARTBANK), breach of implied covenant of good faith and fair dealing, both express promissory estoppel or reliance, harassment, fraud, misrepresentation, intentional and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion , reimbursement of privacy; false imprisonment; conversion; and disability benefits;
(b) any and all such claims for expenses, reimbursement of medical expenditures, violation of civil rights, defamation, conspiracy, severance pay, denial of pension benefits, and/or any federalremedy, statepayment, benefit, or municipal statute, includingobligation of SMARTBANK set forth in any employment agreement with SMARTBANK. This general and universal release includes, but is not limited to, claims under the United States or any state constitution, 42 U.S.C.§1983, Title VII of the Civil Rights Act of 1964; , 42 U.S.C. §§ 2000e, et seq., as amended, the Civil Rights Act of 1991; , Section 1981 through 1988 of Title 42 of the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; United States Code, as amended, the Employee Retirement Income Security Act of 1974; 1974 (ERISA), 29 U.S.C. §§ 1001, et seq., as amended, the Worker Americans With Disabilities Act of 1990, 29 U.S.C. §§ 12101 to 12213, as amended, the Rehabilitation Act of 1973, 29 U.S.C. § 791, et seq., as amended, the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq., as amended, the Fair Labor Standards Act, 29 U.S.C. §§ 1001, et seq., the Equal Pay Act of 1963, 29 U.S.C. §§ 206(d), the Occupational Safety and Health Act, as amended, the Family and Medical Leave Act of 1993, 29 U.S.C. §§ 2601 to 2654, the Immigration Reform and Control Act, as amended, the Workers’ Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; , as amended, the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave False Claims Act, the Maryland Wage and Hour LawTennessee Human Rights Act, the Maryland WageTennessee Public Protection Act, Payment and Collection Law;
(c) any and other local, state or federal law, regulation or ordinance, public policy, express or implied contract, tort or common law. This release includes all such claims for violation of the federal or any state constitution;
(d) any and all such claims arising out of any other laws and regulations relating to XXXXXXX’x employment or employment discrimination; and
(e) any and all such claims for attorneys’ fees and costs. Employee agrees that by SMARTBANK, and/or the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of lawtermination thereof, including, but not limited to, Employee’s right with respect to file the non-renewal and/or expiration of the employment agreement between XXXXXXX and SMARTBANK. XXXXXXX understands and agrees that this Release is intended to be interpreted and to apply as broadly as permitted under law, provided that, notwithstanding the foregoing, this paragraph expressly does not include a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of any claims herein bars Employee from recovering such monetary relief from that cannot be released hereunder by law. XXXXXXX understands and agrees that the Company released claims include not only claims presently known, but also include all unknown or any Releasee)unanticipated claims, claims to continued participation in certain rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Company’s group benefit plans pursuant released claims, as described herein. XXXXXXX understands that he may hereafter discover facts different from what he now believes to the terms and conditions of COBRAbe true, which, if known, could have materially affected this Agreement, but nevertheless waives any claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) rights based on different or Section 8(c) of the Employment Agreementadditional facts subsequently discovered.
Appears in 1 contract
Samples: Executive Severance Agreement (Smartfinancial Inc.)
Release of Claims. Except as described in Section 3.1 below, which identifies claims expressly excluded from this waiver and release, Employee, on behalf of Employee agrees thatand Employee's heirs, other than with respect to executors, administrators and assigns, hereby fully and forever releases the Retained Claims, the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, its past and any of their current and former present officers, directors, equity holdersshareholders, managersaffiliates, employeespredecessors, successors, assigns, agents, investors, attorneys, shareholdersemployees, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, subsidiaries, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such representatives (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, ) from any claim, complaint, charge, duty, obligation, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the Effective Date of date Employee has signed this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:
(a) any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship, including but not limited to any claims for wages, salary, bonus, compensation, deferred compensation, or other cash payments;
(b) any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of the capital stock of the Company;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; failure to provide reasonable accommodation; failure to engage in a good faith interactive process; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; negligence; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits, or any claims arising out of any other agreement, incident or relationship between the parties prior to the execution of this Agreement;
(bd) any and all such claims for violation of any federal, state, state or municipal local statute, constitution or regulation including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay California Fair Employment and Housing Act; the Fair Credit Reporting California Labor Code, except as prohibited by law; the California Government Code; the California Industrial Welfare Commission Wage Orders; the California Business & Professions Code; the California Family Rights Act; [the Age Discrimination in Employment Rehabilitation Act of 19671973; Executive Order 11126; Title 42 of the Older Workers Benefit Protection ActUnited States Code; the Employee Retirement Income Security Act of 1974; the Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Older Workers Benefit Protection Act; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 and the Uniformed Services Employment and Reemployment Rights Act.
(e) claims of age discrimination under the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection LawAge Discrimination in Employment Act of 1967 (“ADEA”);
(cf) any and all such claims for violation of the federal or any state constitution;
(d) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement;
(h) any and all claims for monetary recovery and personal or individual relief, except as prohibited by law; and
(ei) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreement.
Appears in 1 contract
Samples: Separation Agreement (Calix, Inc)
Release of Claims. Employee Executive agrees that, other than that the consideration to be paid in accordance with respect to the Retained Claims, terms and conditions of the foregoing consideration Employment Agreement represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholdersstockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitationlimitation the following:
(a) any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland California Family Rights Act; the California Labor Code, State Government Title, ; the Maryland Flexible Leave California Workers’ Compensation Act, ; and the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection LawHousing Act;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall Section 3 (the “Release”) will be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible The Release does not extend to achieve Employee’s intention any severance obligations due to waive, to Executive under the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateEmployment Agreement. This release The Release does not release claims that cannot be released as a matter of law, including, but not limited to, EmployeeExecutive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employeeany such filing or participation does not give Executive the right to recover any monetary damages against the Company; Executive’s release of claims herein bars Employee Executive from recovering such monetary relief from the Company Company). Executive represents that Executive has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section 3. Nothing in this Agreement waives Executive’s rights to indemnification or any Releasee)payments under any fiduciary insurance policy, claims to continued participation in certain if any, provided by any act or agreement of the Company’s group benefit plans pursuant to the terms and conditions , state or federal law or policy of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementinsurance.
Appears in 1 contract
Release of Claims. (a) Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by Company. THIS IS A GENERAL RELEASE OF ALL CLAIMS. As consideration for the CompanySeverance Pay and benefits being provided to Employee, any of the Company’s direct or indirect subsidiaries Employee, on Employee's own behalf, and on behalf ofEmployee's respective heirs, family members, executors, administrators, attorneys, representatives, and assigns, hereby fully and forever releases Company and its legal representatives, officers, directors, fiduciaries, employees, investors, shareholders, insurers, agents, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, both in their individual and corporate capacities (including its current and former parent companies, subsidiaries, and other affiliated companies as well as any of their current and former officersinsurers, directors, equity holders, managers, employeesofficers, agents, investors, attorneys, shareholders, administratorsand employees), affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf of and on behalf from any and all claims and causes of Employee’s heirsaction, family membersdemands, executorsduties, agentsobligations, and assignsagreements, other than with respect to the Retained Claimspromises, hereby and forever releases the Releasees fromliabilities, and agrees not to xxx concerningdamages, or in any manner to institutecosts, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kindand/or fees, whether presently known or unknown, suspected or unsuspected, that Employee may possess against arising out of or relating to Employee's employment, including the termination of employment, including without limitation:
(1) any of the Releasees and all claims relating to or arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s 's employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or and the termination of that relationship;
(2) any and all claims relating to, or arising from, Employee's right to purchase, or actual purchase of, shares of stock of Company, including, without limitation:, any claims for fraud; misrepresentation; breach of fiduciary duty; breach of duty under applicable state corporate law; and securities fraud under any state or federal law; WEST\278619533.1 Xxxxxx Xxxxxxxx-Xxxxxx
(a3) any and all such claims for under the law of any jurisdiction including without limitation wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or and intentional infliction of emotional distress; fraud; negligent or and intentional misrepresentation; negligent or and intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
(b4) any and all such claims for violation of any federal, state, state or municipal statute, includingincluding without limitation all employment laws, but not limited toincluding without limitation the California Fair Employment and Housing Act; the California Xxxxx Act; the Age Discrimination in Employment Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 19911866; the Rehabilitation Civil Rights Act of 19731871; the Fair Labor Standards Act; the Americans with Disabilities Act of 1990Act; the Older Workers' Benefits Protection Act; the Family Medical Leave Act; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave National Labor Relations Act; the XxxxxxxxCalifornia Constitution; the California Labor Code; the California Business & Professions Code; the California Government Code; the California Civil Code; the Texas Labor Code (specifically including the Texas Payday Law; the Texas Anti-Xxxxx Act Retaliation Act; the Texas Whistleblower Act); and all other laws against discrimination or applicable to employment that may be the subject of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Lawa release under applicable law;
(c5) any and all such claims for violation of the federal federal, or any state state, constitution;
(d6) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(7) any and all claims arising out of any personnel policies, contracts of employment, any other contracts, Severance Pay agreements, and covenants of good faith and fair dealing;
(8) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement;
(9) any claim or damage arising out of Employee's employment with or separation from Company under any common law theory or any federal, state, or local statute or ordinance not specifically referred to above;
(10) any and all claims for unpaid or withheld wages, severance, benefits, bonuses, commissions, and other compensation of any kind that Employee may have against the Releasees; and
(e11) any and all such claims for attorneys’ ' fees and costs. WEST\278619533.1 Xxxxxx Xxxxxxxx-Xxxxxx
(b) Employee specifically agrees that this Agreement includes without limitation any and all claims that were raised, or that reasonably could have been raised, under the release set forth in this section shall be applicable California Wage Order, Labor Code sections 201, 202, 203, 212, 226, 226.3, 226.7, 510, 512, 515, 558, 1194, and remain in effect in all respects 1198, as a complete general release well as to claims under the matters releasedBusiness & Professions Code sections 17200, et seq. and Labor Code sections 2698, et seq. based on alleged violations of Labor Code provisions. Employee agree further covenants that this release should be interpreted as broadly as possible Employee will not seek to achieve Employee’s intention to waiveinitiate any proceedings seeking penalties under Labor Code sections 2699, et seq. based upon the Labor Code provisions specified above.
(c) Employee understands and agrees that, to the maximum fullest extent permitted by law, Employee is precluded from filing or pursuing any and all legal claim of any kind against any of the Releasees at any time in the future, in any federal, state, or municipal court, administrative agency, or other tribunal, arising out of any of the claims that Employee has waived by virtue of executing this Agreement. Employee agrees not to file or pursue any such legal claims and, if Employee does pursue such legal claims, Employee waives any right to receive monetary recovery. By Employee's signature below, Employee represents that Employee has not filed any such legal claims against any of the Releasees arising through the Effective Datein any federal, state, or municipal court, administrative agency, or other tribunal.
(d) Nothing in this Agreement shall be construed to waive any claims that .cannot be waived as a matter of law. This release In addition, this Agreement does not release claims prevent Employee from filing an administrative charge against any Releasee that canmay not be released as a matter of law, including, but not limited . Nothing in this agreement shall be construed to prohibit Employee from reporting conduct to, Employee’s right providing truthful information to file a charge with or participate participating in a charge any investigation or proceeding conducted by any federal or state government agency or self-regulatory organization. This release does not waive any rights or claims that may arise after the Equal Employment Opportunity Commissiondate that Employee executed this Agreement.
(e) Nothing in this Agreement will affect the ability of Employee or Company to enforce rights or entitlements specifically provided for under this Agreement as set forth above, or any other localrights or claims that may arise after the date that Employee executed this Agreement. By Employee's signature below, stateEmployee represents that: (a) Employee is not aware of any unpaid wages, vacation, bonuses, expense reimbursements, or federal administrative body or government agency that other amounts owed to Employee by Company; (b) however, to the extent Employee is authorized aware of any claims for unpaid wages, severance, benefits, bonuses, commissions, and other compensation of any kind, there is a bona fide dispute between the Parties regarding the fact of and amount of such claims, and Employee further agrees to enforce or administer laws related to employment, against the Company (with the understanding release such claims and acknowledges that Employee’s 's release is not barred or void under Labor Code section 206.5; (c) Employee has not been denied any request for leave to which Employee believes Employee was legally entitled, and Employee was not otherwise deprived of claims herein bars Employee from recovering such monetary relief from any of Employee's rights under the Company Family and Medical Leave Act or any Releasee)similar state or local statute; and (d) Employee has not assigned or transferred, claims or purported to continued participation in certain assign or transfer, to any person, entity, or individual whatsoever, any of the claims released in the foregoing general release and waiver. Company’s group benefit plans pursuant to the 's obligations under this Agreement are contingent upon Employee's compliance with all terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims provided for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementherein.
Appears in 1 contract
Samples: Severance Agreement (Jamba, Inc.)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s its direct or indirect subsidiaries and affiliatesaffiliates (including, without limitation, the REIT and the Operating Partnership), and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Except as to the obligations of the Company arising under this Agreement, Employee, on his own behalf and on behalf of any of Employee’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, successors and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 7 below) that relate of this Agreement, including, without limitation:
(a) any and all claims relating to or arise arising from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or and the termination of that relationship, including, without limitation:;
(ab) any and all such claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bc) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(cd) any and all such claims for violation of the federal or any state constitution;
(de) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(f) any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(eg) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release (A) claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), (B) claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, (C) claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims (D) any and all rights of the undersigned to any benefit entitlements vested as indemnification, advancement of expenses or reimbursement under applicable law, the Indemnification Agreement by and between the REIT and the undersigned or the charter and Bylaws of the REIT in effect on the date hereof, and (F) any rights of separation of EmployeeEmployee under the Company’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(aaffiliates’ or successors’ D&O policy(ies), Section 8(b) or Section 8(c) of the Employment Agreement.
Appears in 1 contract
Release of Claims. Employee agrees thatYou hereby acknowledge that your relationship with the Company is an “at-will employment relationship,” meaning that either you or the Company could terminate the relationship with or without notice and or without cause, other than at any time. Nevertheless, in consideration for the separation benefits described in Section 2 of this letter, you hereby provide the Company with respect an irrevocable and unconditional release and discharge of claims. This release and discharge of claims applies to (i) Bxxxx Hxxxxx Incorporated, (ii) to each and all of its parent, subsidiary or affiliated companies, (collectively, “the Company”), (iii) to the Retained ClaimsCompany’s officers, agents, directors, supervisors, employees, representatives, and their successors and assigns, whether or not acting in the foregoing consideration represents settlement course and scope of employment, and (iv) to all persons acting by, through, under, or in full of all outstanding obligations owed to Employee by the Company, concert with any of the Company’s direct foregoing persons or indirect subsidiaries entities. The claims subject to this release include, without limitation, any and affiliates, and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, all claims related or in any manner incidental to instituteyour employment with the Company or the termination of that employment relationship. The parties understand the word “claims” to include all actions, prosecuteclaims, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kindand grievances, whether presently actual or potential, known or unknown, suspected or unsuspected, that Employee may possess against any and specifically but not exclusively all claims arising out of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s your employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or and the termination of that relationshipyour employment. All such claims (including related attorneys’ fees and costs) are forever barred by this Agreement and without regard to whether those claims are based on any alleged breach of a duty arising in a statute, contract, or tort; any alleged unlawful act, including, without limitation, age discrimination; any other claim or cause or cause of action; and regardless of the forum in which it might be brought. This release applies to any claims brought by any person or agency on behalf of you or any class action pursuant to which you may have any right or benefit. You promise never to file a lawsuit asserting any claims that are released by you and further promise not to accept any recoveries or benefits which may be obtained on your behalf by any other person or agency or in any class action and do hereby assign any such recovery or benefit to the Company. If you sxx the Company in violation of this Agreement, you shall be liable to the Company for its reasonable fees and other litigation costs incurred in defending against such a suit. Additionally, if you sxx the Company in violation of this Agreement, the Company can require you to return all monies and other benefits paid to you pursuant to this Agreement. Notwithstanding the foregoing, the release contained herein shall not apply to (i) any rights that you may have under the Company’s retirement plans including the 401(k) plan, (ii) any rights you may have under this Agreement, (iii) your right under applicable law (i.e., the COBRA law) to continued medical insurance coverage at your expense, and (iv) your statutory right to file a charge with Equal Employment Opportunity Commission (“EEOC”) or the Texas Commission on Human Rights (“TCHR”), to participate in an EEOC or TCHR investigation or proceeding, or to challenge the validity of the release, consistent with the requirements of 29 U.S.C. § 626 (f)(4). In connection with this release, you understand and agree that:
(a1) You have a period of 21 days within which to consider whether you execute this Agreement, that no one hurried you into executing this Agreement during that 21 day period, and that no one coerced you into executing this Agreement.
(2) You have carefully read and fully understand all the provisions of the release set forth in Section 5 of this letter, and declare that the Agreement is written in a manner that you understand.
(3) You are, through this Agreement, releasing the Company from any and all such claims for wrongful you may have against the Company and the other parties specified above, and that this Agreement constitutes a release and discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [arising under the Age Discrimination in Employment Act of 1967; (ADEA), 29 U.S.C. § 621-634, including the Older Workers Workers’ Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 , 29 U.S.C. § 626(f).
(4) You declare that your agreement to all of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage terms set forth in this Agreement is knowing and Hour Law, the Maryland Wage, Payment and Collection Law;is voluntary.
(c5) You knowingly and voluntarily intend to be legally bound by the terms of this Agreement.
(6) You acknowledge that the Company is hereby advising you in writing to consult with an attorney of your choice prior to executing this Agreement.
(7) You understand that rights or claims that may arise after the date this agreement is executed are not waived. You understand that you have a period of seven days to revoke your agreement to give the Company a complete release in exchange for separation benefits, and that you may deliver notification of revocation by letter or facsimile addressed to me. You understand that this Agreement will not become effective and binding, and that none of the separation benefits described above in Section 2 of this letter will be provided to you until after the expiration of the revocation period. The revocation period commences when you execute this Agreement and ends at 11:59 p.m. on the seventh calendar day after execution, not counting the date on which you execute this Agreement. You understand that if you do not deliver a notice of revocation before the end of the seven-day period described above, this Agreement will become final, binding and enforceable. The Company’s decision to offer separation benefits in exchange for a release of claims shall not be construed as an admission by the Company of (i) any and all such claims for liability whatsoever, (ii) any violation of the federal any of your rights or those of any person, or (iii) any violation of any order, law, statute, duty, or contract. The Company specifically disclaims any liability to you or to any other person for any alleged violation of any rights possessed by you or any state constitution;
(d) other person, or for any and all such claims arising out alleged violation of any order, law, statute, duty, or contract on the part of the Company, its employees or agents or related companies or their employees or agents. You represent and acknowledge that in executing this Agreement you do not rely and have not relied upon any representation or statement made by the Company, or by any of the Company’s agents, attorneys, or representatives with regard to the subject matter, basis, or effect of the Release set forth in this letter, other laws and regulations relating to employment or employment discrimination; and
(e) any and all such claims for attorneys’ fees and coststhan those specifically stated in this letter. Employee agrees that the The release set forth in Section 5 of this section letter shall be binding upon you, and remain in effect in all respects as a complete general release as your heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company as defined above. You expressly warrant that you have not assigned, transferred or its affiliates and sold to any Retained Claims. This release further does not release person or entity any rights, causes of action, or claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementreleased in this letter.
Appears in 1 contract
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his Employee’s own behalf and on behalf of Employee’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; commission payments; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, Immigration Control and Reform Act; any and all claims under the Maryland Flexible Leave Act, Texas Labor Code (specifically including the Maryland Wage and Hour Texas Payday Law, the Maryland WageTexas Anti-Retaliation Act, Payment Chapter 21 of the Texas Labor Code, and Collection Lawthe Texas Whistleblower Act) and amendments to those laws; and any other similar statutes, regulations or laws;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law. Employee represents that Employee has made no assignment or transfer of any right, includingclaim, but not limited tocomplaint, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commissioncharge, duty, obligation, demand, cause of action, or any other local, state, matter waived or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementreleased by this section.
Appears in 1 contract
Release of Claims. Employee Executive agrees that, other than that the consideration to be paid in accordance with respect to the Retained Claims, the foregoing consideration Section 2 represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employeesExecutives, agents, investors, attorneys, shareholdersstockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitationlimitation the following:
(a) any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty tinder applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Sarbanes Oxley Act of 2002; Title 20 of the Maryland Utah Antidiscrimination Act; the California Family Rights Act; the California Equal Pay Law; the California Xxxxx Civil Rights Act; the California Workers’ Compensation Act; the California Labor Code, State Government Title, ; and the Maryland Flexible Leave California Fair Employment and Housing Act, ; the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection LawUtah Antidiscrimination Act;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section Section 3 (the “Release”) shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that The Release does not extend to any severance obligations due Executive under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release The Release does not release claims that cannot be released as a matter of law, including, but not limited to, EmployeeExecutive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employeeany such filing or participation does not give Executive the right to recover any monetary damages against the Company; Executive’s release of claims herein bars Employee Executive from recovering such monetary relief from the Company). Executive represents that Executive has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section 3. Nothing in this Agreement waives Executive’s (i) rights under that certain indemnification Agreement between the Company and Executive (the “Indemnification Agreement”), or (ii) rights to indemnification or any Releasee)payments under any fiduciary insurance policy, claims to continued participation in certain if any, provided by any act or agreement of the Company’s group benefit plans pursuant to the terms and conditions , state or federal law or policy of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementinsurance.
Appears in 1 contract
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, AbCellera and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his his/her own behalf and on behalf of Employee’s his/her respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate Agreement, including, without limitation: DocuSign Envelope ID: F7DBC1FF-65F5-4693-B92E-A83AF74A5718
a. any and all claims relating to or arise arising from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation:, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(a) c. any and all such claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and any other similar statutes, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Lawregulations or laws;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not extend to any obligations incurred under this Agreement and does not release claims that cannot be released as a matter of law. Employee represents that Employee has made no assignment or transfer of any right, includingclaim, but not limited tocomplaint, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commissioncharge, duty, obligation, demand, cause of action, or any other local, state, matter waived or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementreleased by this section.
Appears in 1 contract
Release of Claims. Employee a. Effective upon Closing, each Signatory Stockholder hereby agrees thatthat he, she or it shall not make, and hereby waives (and shall cause his, her or its Affiliates not to make and waive), any claim for indemnification, subrogation, contribution, advancement, or other than with respect to the Retained Claimsclaim against Parent, the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by Surviving Corporation, the Company, each other Signatory Stockholder or any of their respective Affiliates or Subsidiaries (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to Law, a Person’s certificate of incorporation, bylaws or comparable governing documents, Contract or otherwise) (including, without limitation, any claim by a Signatory Stockholder: (a) challenging, disputing or objecting to the Merger or such Signatory Stockholder’s allocation of the Merger Consideration as provided in the Merger Agreement, (b) alleging violations of fiduciary duty by any Director, officer or agent of the Company’s direct , or indirect subsidiaries and affiliatesby any other Signatory Stockholder or group of Signatory Stockholders, and in connection with the Merger or the other Transactions or (c) relating to any alleged action or failure to act on his, her or its behalf by Sellers Representative or the authority of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such Sellers Representative) (collectively, the “ReleaseesReleased Claims”). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than ) with respect to any claim brought by Parent or the Retained ClaimsSurviving Corporation under the Merger Agreement or the Transactions; provided, hereby and forever releases the Releasees fromhowever, that nothing contained herein shall operate to release, and agrees the Released Claims shall not include (i) any rights or claims available to xxx concerninghim, her or it under the Merger Agreement or any other agreement entered into by the Signatory Stockholders in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any connection with the execution of the Releasees arising from any omissions, acts, facts, Merger Agreement or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipTransactions, including, without limitation:, the rights to receive such Signatory Stockholder’s allocation of the Merger Consideration in accordance with the terms of the Merger Agreement; (ii) rights to continuing indemnification under the Company’s certificate of incorporation or bylaws or any indemnification agreement between Company and such Signatory Stockholder; and (iii) any rights to receive salaries, bonuses, expenses or other payments or compensation, unreimbursed claims under health and welfare plans and the entitlement to continuation coverage benefits or other similar benefits required to be provided by Law.
b. Each Signatory Stockholder acknowledges that he, she or it is familiar with Section 1542 of the Civil Code of the State of California (“Section 1542”), which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
c. Each Signatory Stockholder, by virtue of the Merger, hereby waives and relinquishes on behalf of himself, herself or itself, his, her or its heirs, executors, administrators and assigns any rights and benefits that such Signatory Stockholder may have under Section 1542 or any similar statute or common law principle of any jurisdiction. Each Signatory Stockholder, by virtue of the Merger, acknowledges that he, she or it may hereafter discover facts in addition to or different from those that such Signatory Stockholder now knows or believes to be true with respect to the subject matter of this release, but it is such Signatory Stockholder’s intention to fully and finally and forever settle and release any and all Released Claims (other than as set forth in the proviso included in (a) any and all such claims for wrongful discharge above) that do now exist, may exist or heretofore have existed with respect to the subject matter of employment; termination in violation this release. In furtherance of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Titlethis intention, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(c) any and all such claims for violation of the federal or any state constitution;
(d) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(e) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section contained herein shall be and remain in effect in all respects as a full and complete general release as to notwithstanding the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, discovery or existence of any and all claims against the Releasees arising through the Effective Datesuch additional or different facts. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by is conditioned upon the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain consummation of the Company’s group benefit plans pursuant to Merger as contemplated hereunder and shall become null and void and shall have no effect whatsoever, without any action on the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms part of any employee benefit plan Person, upon termination of the Company or its affiliates and Merger Agreement for any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementreason.
Appears in 1 contract
Samples: Written Consent and Joinder Agreement (Easterly Acquisition Corp.)
Release of Claims. Employee agrees that, other than with respect to that the Retained Claims, the foregoing consideration described in this Agreement represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurersand subsidiaries, trusteesparent, divisionssubsidiaries, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipDate, including, without limitation:
(a) any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Employee’s rights with respect to any restricted stock units of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973, Age Discrimination in Employment Act of 1967; the Americans with Disabilities Act of 1990; the Equal Pay Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Family and Medical Leave Act, except as prohibited by law; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Older Workers Benefit Protection Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 and any of the Maryland Codelaws of the State of Washington, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Lawany other state or local law or ordinance relating to employment discrimination;
(ce) any and all such claims for violation of the federal or any state constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of the Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this This release should be interpreted as broadly as possible does not extend to achieve Employee’s intention to waive, to any obligations incurred under the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release Agreement does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreement.
Appears in 1 contract
Samples: Transition Agreement and Release (Modsys International LTD)
Release of Claims. Employee Executive agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former former: officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Executive’s right to purchase, actual purchase, or ownership of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the XxxxxxxxUniformed Services Employment and Reemployment Rights Act; the Immigration Reform and Control Act; the New York State Human Rights Law; the New York Executive Law; the New York Civil Practice Law and Rules; the New York Labor Law; the New York Civil Rights Law; the New York State Worker Adjustment and Retraining Notification Act; Article 23-Xxxxx Act of 2002; Title 20 A of the Maryland New York Correction Law; Section 125 of the New York Workers’ Compensation Law; the New York City Human Rights Law; and the New York City Administrative Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Executive from the Company; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section Section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or including any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company Protected Activity (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releaseeas defined below), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach extend to any right Executive may have to unemployment compensation benefits or workers’ compensation benefits. Executive represents that Executive has made no assignment or transfer of Section 8(a)any right, Section 8(b) claim, complaint, charge, duty, obligation, demand, cause of action, or Section 8(c) other matter waived or released by this Section. Further, notwithstanding any of the foregoing, nothing in this Agreement releases any rights or claims Executive may have under the Age Discrimination in Employment AgreementAct or the Older Workers Benefit Protection Act, but Executive acknowledges that Executive will release such claims upon executing the Supplemental Release.
Appears in 1 contract
Samples: Transition Agreement and Release (Aadi Bioscience, Inc.)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of . Employee and the Company’s direct or indirect subsidiaries and affiliates, on behalf of themselves, and any of their current and former respective heirs, family members, executors, officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and subsidiaries, predecessor and successor corporations corporations, and assigns in assigns, hereby fully and forever release each other and their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s respective heirs, family members, executors, agentsofficers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees agree not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee any of them may possess against any of the Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:,
(a) any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims under the law of any jurisdiction including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [, the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Americans with Disabilities Act of 1990, the Fair Labor Standards Act; , the Employee Retirement Income Security Act of 1974; the , The Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave , Older Workers Benefit Protection Act; and the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave California Fair Employment and Housing Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. The Company and Employee agrees agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims extend to any obligations incurred under this Agreement. Employee acknowledges and agrees that cannot be released as any breach of any provision of this Agreement shall constitute a matter material breach of lawthis Agreement, includingshall immediately terminate all settlement payments, but not limited toextended vesting periods and all other benefits provided under this Agreement, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against and shall entitle the Company (with immediately to recover the understanding that Employee’s release of claims herein bars settlement benefits provided to Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment under this Agreement.
Appears in 1 contract
Release of Claims. Employee Executive agrees thatthat the consideration set forth in Sections 1, other than with respect to the Retained Claims, the foregoing consideration 3 and 4 represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”)) as of the Effective Date, except as set forth in this Section 6. EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipDate, including, without limitation:
(a) a. any and all such claims relating to or arising from Executive’s employment relationship with the Company, the decision to terminate that relationship, and the termination of that relationship;
b. any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims under the law of any jurisdiction, including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, the following, each as may be amended, and except as prohibited by law: Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002Uniformed Services Employment and Reemployment Rights Act; Title 20 of the Maryland Code, State Government Title, Immigration Reform and Control Act; the Maryland Flexible Leave National Labor Relations Act, ; the Maryland Virginians with Disabilities Act; the Virginia Human Rights Act; the Virginia Equal Pay Act; the Virginia Minimum Wage and Hour Law, Act; the Maryland Wage, Virginia Wage Payment and Collection Act; the Fairfax Human Rights Ordinance; the Human Rights Code of the City of Alexandria; the Arlington Human Rights Ordinance; the Virginia Workers’ Compensation Law; the Virginia Genetic Testing Law; the Virginia Occupation Safety and Health Act; the Virginia Fraud Against Taxpayers Act; the Virginia Right-to-Work Law; the Virginia Prevention of Employment Law; and the Virginia law regarding payment of medical examination;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, includingincluding any Protected Activity (as defined in Section 18 below). This release does not extend to (w) the rights of Executive under this Agreement and any Equity Awards, but not limited to(x) any right Executive may have to unemployment compensation benefits or workers’ compensation benefits, Employee’s (y) any right to file a charge with receive unpaid salary, wages or participate in a charge by other compensation owed to Executive as of the Equal Employment Opportunity Commission, Effective Date or any other local, state, unreimbursed expenses incurred in accordance with Company policy or federal administrative body (z) any rights or government agency that is authorized claims under or with respect to enforce employee retirement or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group fringe benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates with respect to any welfare plans of the Company relating to health, dental, vision or other insurance coverage or accrued vacation and any Retained Claimsother paid time off, in accordance with the terms of the applicable benefit plan. This In addition, this release further does not release claims extend to any rights of indemnification Executive may have pursuant to (i) the March 17, 2019 Indemnification Agreement between the Parties (the “Indemnification Agreement”), (ii) the Company’s certificate of incorporation and bylaws, or (iii) any applicable D&O insurance policy with the Company, subject to the respective terms, conditions, and limitations of such indemnification agreement, certificate of incorporation and bylaws, or D&O insurance policy, in each case, as may be applicable. The Parties agree that the Indemnification Agreement will remain in effect throughout the term of this Agreement and, for breach purposes of Section 8(a), Section 8(b) or Section 8(c) 18 of the Employment Indemnification Agreement, Executive shall remain an officer for purposes of indemnification from the Company.
Appears in 1 contract
Samples: Transition and Consulting Agreement (Osprey Technology Acquisition Corp.)
Release of Claims. Employee Executive agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employeesExecutives, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “ReleaseesReleased Parties”). EmployeeExecutive, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees Released Parties from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees Released Parties arising from any omissions, acts, facts, or damages that have occurred from the beginning of time up until to and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland CodeImmigration Control and Reform Act; the Delaware Discrimination in Employment Law, State Government TitleDel. Code Xxx. tit. 19, § 710 et seq.; the Maryland Flexible Leave Delaware Handicapped Persons Employment Protection Act, Del. Code Xxx. tit. 19, § 720 et seq.; the Maryland Wage and Hour Delaware Equal Pay Law, as amended, Del. Code Xxx. tit. 19, § 1107A; the Maryland WageDelaware Whistleblowers’ Protection Act, Del. Code Xxx. tit. 19, § 1701 et seq.; the Delaware Minimum Wage Act, Del. Code Xxx. tit. 19, § 901 et seq.; the Delaware Wage Payment and Collection LawAct, Del. Code Xxx. tit 19, § 1101 et seq.; the Utah Antidiscrimination Act, as amended (Utah Code Xxx. §§ 34A-5-101 et seq.); the Genetic Testing Privacy Act (Utah Code Xxx. §§ 00-00-000 et seq.) the Utah Minimum Wage Act (Utah Code Xxx. §§ 00-00-000 through 00-00-000, 00-00-000 through 34-40-205); the Utah wage payment law (Utah Code Xxx. §§ 34-28-1 through 34-28-7, 34-28-9 through 34-28-10, 34-28-12 through 34-28-14, 34-28-19); the Utah Whistleblower Law (Utah Code Xxx. § 67-21-1); and any of the other laws of the states of Delaware and Utah, as permitted by law;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(e) g. any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that Notwithstanding the foregoing, this release should be interpreted as broadly as possible does not extend to(i) any obligations incurred under this Agreement, (ii) any rights of Executive under any Equity Award Document, (iii) any vested right of Executive in any employee welfare or pension benefit plan of the Company, and (iv) any rights of Executive to achieve Employeeindemnification under any agreement, the Company’s intention to waiveArticles of Incorporation or By-laws, to the maximum extent permitted by or applicable law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, EmployeeExecutive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employeeany such filing or participation does not give Executive the right to recover any monetary damages against the Company; Executive’s release of claims herein bars Employee Executive from recovering such monetary relief from the Company Company). Executive represents that he has made no assignment or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms transfer of any employee benefit plan right, claim, complaint, charge, duty, obligation, demand, cause of the Company action, or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) other matter waived or Section 8(c) of the Employment Agreementreleased by this Section.
Appears in 1 contract
Release of Claims. Employee Executive agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such assigns, (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate Agreement, including, without limitation: a. any and all claims relating to or arise arising from EmployeeExecutive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or and the termination of that relationship; b. any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation:
(a) , any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; c. any and all such claims for wrongful discharge of employment; , termination in violation of public policy; , discrimination; , harassment; , retaliation; , breach of contract, contract (both express and implied; ), breach of covenant of good faith and fair dealing, dealing (both express and implied; ), promissory estoppel; , negligent or intentional infliction of emotional distress; , fraud; , negligent or intentional misrepresentation; , negligent or intentional interference with contract or prospective economic advantage; , unfair business practices; , defamation; , libel; , slander; , negligence; , personal injury; , assault; , battery; , invasion of privacy; , false imprisonment; , conversion; , and disability benefits;
(b) ; d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; , the Rehabilitation Act of 1973; , the Americans with Disabilities Act of 1990; , the Equal Pay Act; , the Fair Labor Standards Act, the Fair Credit Reporting Act; [, the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Act; , the Employee Retirement Income Security Act of 1974; , the Worker Adjustment and Retraining Notification Act;] , the Family and Medical Leave Act; , the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Immigration Reform and Control Act, the Maryland California Family Rights Act, the California Labor Code, the California Workers’ Compensation Act, the California Fair Employment and Housing Act, the Arizona Civil Rights Act, the Arizona Employment Protection Act, the Arizona Wage and Hour Payment Law, the Maryland WageArizona Equal Wages Act, Payment the Arizona Workplace Harassment Law, and Collection Law;
(c) the Arizonians with Disabilities Act; -3- e. any and all such claims for violation of the federal or any state constitution;
(d) ; f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(e) g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and h. any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this Agreement. This release should be interpreted as broadly as possible does not extend to achieve Employee’s intention any right Executive may have to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Dateunemployment compensation benefits. This release does not release claims that cannot be released as a matter of law, includingincluding any Protected Activity (as defined below) or any indemnification rights available under any indemnification agreement or other agreement between Executive and the Company, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity CommissionCompany Bylaws, or any other localunder applicable law. Any and all disputed wage claims that are released herein shall be subject to binding arbitration as noted herein, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested except as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claimsrequired by applicable law. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreement6.
Appears in 1 contract
Samples: Transition Agreement and Release
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the CompanyCompany and/or Netergy Canada. Employee, any the Company and/or Netergy Canada, on behalf of the Company’s direct or indirect subsidiaries and affiliatesthemselves, and any of their current and former respective heirs, family members, executors, officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and subsidiaries, predecessor and successor corporations corporations, and assigns in assigns, hereby fully and forever release each other and their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s respective heirs, family members, executors, agentsofficers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees agree not to xxx concerning, or in any manner to institute, prosecute, or pursuesue xxxcerning, any claim, complaint, charge, duty, obligation, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee any of them may possess against any of the Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:,
(a) any and all such claims relating to or arising from Employee's employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to or arising from Employee's assignment to Netergy Canada in accordance with the Relocation Program;
(c) any and all claims relating to, or arising from, Employee's right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for breach of contract, fraud, or misrepresentation;
(d) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
(be) any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [, the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Americans with Disabilities Act of 1990, the Fair Labor Standards Act; , the Employee Retirement Income Security Act of 1974; the , The Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave , Older Workers Benefit Protection Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave California Fair Employment and Housing Act, the Maryland Wage and Hour LawLabor Code section 201, the Maryland Wageet seq. and section 970, Payment and Collection Lawet seq.;
(cf) any and all such claims for violation of the federal federal, or any state constitution;
(dg) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(eh) any and all such claims for attorneys’ fees notice of termination of employment, compensatory indemnity in lieu of notice of termination of employment, severance pay, contractual or extra-contractual damages, salary, bonus, allowances, vacation pay, holiday pay or any other claim of any nature whatsoever pursuant to any Canadian or Quebec law (including specifically the Civil Code of Quebec, An Act respecting Labour Standards and costs. Employee agrees that the release set forth in this section shall be Quebec Charter of Human Rights and remain in effect in all respects as a complete general release as to Freedoms), contract (including specifically the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waiveStock Restriction Agreement and the Relocation Program), to the maximum extent permitted by lawpolicy, plan, regulation, decree, or practice whatsoever.
(i) any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter for attorneys' fees and costs.
(1) obligations incurred under this Agreement; and (2) claims, complaints, charges, duties, obligations or causes of law, including, but not limited to, action relating to Employee’s right to file a charge with or participate 's ownership of shares in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company arising under federal or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementstate securities laws.
Appears in 1 contract
Release of Claims. Employee Executive agrees that, other than that the consideration to be paid in accordance with respect to the Retained Claims, terms and conditions of the foregoing consideration Severance Agreement represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholdersstockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitationlimitation the following:
(a) any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland California Family Rights Act; the California Labor Code, State Government Title, ; the Maryland Flexible Leave California Workers’ Compensation Act, ; and the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection LawHousing Act;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall Section 3 (the “Release”) will be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible The Release does not extend to achieve Employee’s intention to waive, to any severance obligations due Executive under the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateSeverance Agreement. This release The Release does not release claims that cannot be released as a matter of law, including, but not limited to, EmployeeExecutive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employeeany such filing or participation does not give Executive the right to recover any monetary damages against the Company; Executive’s release of claims herein bars Employee Executive from recovering such monetary relief from the Company Company). Executive represents that Executive has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section 3. Nothing in this Agreement waives Executive’s rights to indemnification or any Releasee)payments under any fiduciary insurance policy, claims to continued participation in certain if any, provided by any act or agreement of the Company’s group benefit plans pursuant to the terms and conditions , state or federal law or policy of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementinsurance.
Appears in 1 contract
Samples: Change of Control and Severance Agreement (CareDx, Inc.)
Release of Claims. Employee Executive agrees that, other than with respect to that the Retained Claims, the foregoing consideration represents Severance Benefits represent settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholdersstockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipRelease, including, without limitationlimitation the following:
(a) any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxxxxx- Xxxxx Act of 2002of2002; Title 20 of the Maryland California Family Rights Act; the California Labor Code, State Government Title, ; the Maryland Flexible Leave California Workers’ Compensation Act, ; and the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection LawHousing Act;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non- withholding or other tax treatment of any of the proceeds received by Executive as a result of this Release; and
(eh) any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall Section 4 (the “Release”) will be and shall remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible The Release does not extend to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Dateseverance obligations due Executive under Section 3 above. This release The Release does not release claims that cannot be released as a matter of law. Executive represents that Executive has made no assignment or transfer of any right, includingclaim, but not limited tocomplaint, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commissioncharge, duty, obligation, demand, cause of action, or any other local, state, matter waived or federal administrative body or government agency that is authorized released by this Section 4. Nothing in this Agreement waives Executive’s rights to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company indemnification or any Releasee)payments under any fiduciary insurance policy, claims to continued participation in certain if any, provided by any act or agreement of the Company’s group benefit plans pursuant , state or federal law or policy of insurance. For the avoidance of doubt, Executive will continue to be covered by any indemnification agreement in place between Executive and the terms Company, and conditions of COBRAremain named as an insured on the director and officer liability insurance policy currently maintained by the Company, claims to any benefit entitlements vested or as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of may be maintained by the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementfrom time to time.
Appears in 1 contract
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code, State Government Title, ; the Maryland Flexible Leave California Workers’ Compensation Act, ; and the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection LawHousing Act;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. This release does not extend to any claim for indemnification Employee agree that this release should be interpreted may have under applicable laws, under the applicable constituent documents (including bylaws and certificate of incorporation) of the Company, under any applicable insurance policy the Company may maintain, or any under any other written agreement or arrangement with the Company with respect to any liability, costs or expenses the Executive incurs or has incurred as broadly as possible to achieve Employee’s intention to waive, to an officer or employee of the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateCompany. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company). Notwithstanding the foregoing, Employee acknowledges that any and all disputed wage claims that are released herein shall be subject to binding arbitration as set forth herein, except as required by applicable law. Employee represents that he has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section. Notwithstanding anything to the contrary, nothing in this release limits the Employee’s rights to indemnification by the Company or any Releasee), claims to continued participation in certain of that the Company’s group benefit plans Employee may have pursuant to any contract, the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan organizational documents of the Company and its subsidiaries, any directors’ and officers’ liability insurance policy or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementpursuant to applicable law.
Appears in 1 contract
Samples: Separation Agreement (Servicesource International, Inc.)
Release of Claims. Employee In consideration for the payments and other benefits provided to Executive by this Agreement, including those described above in Paragraph 5, certain of which Executive is not otherwise entitled, and the sufficiency of which Executive acknowledges, Executive further agrees, as follows:
a. For Executive and for all people acting on Executive’s behalf (such as, but not limited to, family, heirs, executors, administrators, personal representatives, agents and/or legal representatives), Executive agrees thatto waive any and all claims or grievances which Executive may have against Comerica and Comerica’s past or present stockholders, other than with respect to the Retained Claimsdirectors, the foregoing consideration represents settlement officers, trustees, agents, representatives, attorneys, and employees, in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct their individual or indirect subsidiaries and affiliatesrepresentative capacities, and any of and all employee benefit plans and their respective past, current and former officersfuture trustees and administrators (hereafter, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “ReleaseesReleased Parties”). EmployeeBy Restrictive Covenants and General Release Agreement 5 of 20 Executive’s signature hereto, Executive, for himself and for all people acting on his own behalf Executive’s behalf, forever and on behalf fully releases and discharges any and all of Employee’s heirsthe Released Parties from any and all claims, family memberscauses of action, executorscontracts, agentsgrievances, liabilities, debts, judgments, and assignsdemands, other than with respect including but not limited to the Retained Claimsany claims for attorney fees, hereby and forever releases the Releasees fromthat Executive ever had, and agrees not to xxx concerningnow has, or may have by reason of or arising in any manner to institute, prosecute, whole or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters in part out of any kindevent, whether presently known act or unknown, suspected omission occurring on or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including prior to the Effective Date of this Agreement (as defined in Section 11 below) Agreement. This release includes, but is not limited to, any and all claims of any nature that relate to or arise from EmployeeExecutive’s employment by or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipemployment with Comerica. This release includes, includingbut is not limited to: claims of promissory estoppel, without limitation:
(a) any and all such claims for forced resignation, constructive discharge, libel, slander, deprivation of due process, wrongful or retaliatory discharge, discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; , breach of contract, both express and implied; breach of covenant of good faith and fair dealingimplied contract, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; , detrimental reliance, invasion of privacy; , negligence, malicious prosecution, false imprisonment; conversion; , fraud, assault and disability benefits;
(b) battery, interference with contractual or other relationships, or any other claim under common law. This release also specifically includes, but is not limited to: any and all such claims for violation of under any federal, state, and/or local law, regulation, or municipal statuteorder prohibiting discrimination, includingincluding the Age Discrimination in Employment Act, but not limited tothe Americans With Disabilities Act, Title VII of the Civil Rights Act of 1964; , the Civil Texas Commission on Human Rights Act, the Texas Free Enterprise and Enterprise Act of 1991; 1938, the Rehabilitation Texas Payday Law, the Texas Restrictive Covenants and General Release Agreement 6 of 20 Minimum Wage Act of 1973; the Americans 1970, together with Disabilities Act of 1990; the Equal Pay Act; any and all claims under the Fair Credit Reporting Act; [, the Age Discrimination in Uniform Services Employment Act of 1967; the Older Workers Benefit Protection and Reemployment Rights Act; , the Employee Retirement Security Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] , the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(c) any and all such claims for violation of the federal or any state constitution;
(d) any other federal, state, and all such claims arising out of any other laws and regulations or local law, regulation, or order relating to employment employment, as they all have been or employment discrimination; and
(e) any and may be amended. It is Executive’s intent, by executing this Agreement, to release all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, specified above to the maximum extent permitted by law, any and all whether said claims against are presently known or unknown.
b. To the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of maximum extent permitted by law, includingExecutive agrees that Executive has not filed, but nor will Executive ever file, a lawsuit asserting any claims which are released by this Agreement.
c. Executive understands and agrees that, other than the payments and benefits expressly enumerated in this Agreement, Executive is not limited to, Employee’s right entitled to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or receive any other localcompensation, stateincentive, wage, vacation or federal administrative body other paid time off, leave, benefit or government agency that is authorized other payment from Comerica, other than any vested benefits to enforce or administer laws related which Executive may be entitled under the Comerica Incorporated Preferred Savings Plan, the Supplemental Retirement Income Account Plan for Employees of Comerica Incorporated, the Comerica Incorporated Retirement Income Account Plan, the DCP, the DIAP, the Comerica Incorporated Amended and Restated Employee Stock Purchase Plan, and the Comerica Incorporated 2021 Employee Stock Purchase Plan, each as amended and/or restated from time to employmenttime, against the Company (and in each case in Restrictive Covenants and General Release Agreement 7 of 20 accordance with the understanding that Employee’s release terms of claims herein bars Employee from recovering such monetary relief from the Company or plans and, if applicable, any Releasee), claims valid elections thereunder.
d. The provisions of this Paragraph 6 do not apply to continued participation in certain of the Company’s group benefit plans any claim Executive may have for representation and indemnification pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(bParagraph 5(j) or Section 8(c) of the Employment Agreementabove.
Appears in 1 contract
Samples: Restrictive Covenants and General Release Agreement (Comerica Inc /New/)
Release of Claims. Employee agrees that, other than with respect to that the Retained Claims, the foregoing consideration described in this Agreement represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurersand subsidiaries, trusteesparent, divisionssubsidiaries, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipDate, including, without limitation:
(a) any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship; Transition Agreement and Release
(b) any and all claims relating to, or arising from, Employee’s rights with respect to any restricted stock units of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973, Age Discrimination in Employment Act of 1967; the Americans with Disabilities Act of 1990; the Equal Pay Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Family and Medical Leave Act, except as prohibited by law; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Older Workers Benefit Protection Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 and any of the Maryland Codelaws of the State of Washington, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Lawany other state or local law or ordinance relating to employment discrimination;
(ce) any and all such claims for violation of the federal or any state constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of the Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this This release should be interpreted as broadly as possible does not extend to achieve Employee’s intention to waive, to any obligations incurred under the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release Agreement does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreement.
Appears in 1 contract
Samples: Transition Agreement and Release (Modsys International LTD)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, founders, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trusteesparents, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipDate, including, without limitation:
(a) any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 the Uniformed Services Employment and Reemployment Rights Act; Texas Workers’ Compensation Act; and Chapter 21 of the Maryland Code, State Government Title, Texas Labor Code (also known as the Maryland Flexible Leave Texas Commission on Human Rights Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law);
(ce) any and all such claims for violation of the federal or any state constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, to Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any ReleaseeCompany), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreement.
Appears in 1 contract
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his Employee’s own behalf and on behalf of Employee’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; commission payments; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; the California Fair Employment and Housing Act; and any other similar statutes, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Lawregulations or laws;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company Company). Notwithstanding the foregoing, Employee acknowledges that any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with this Agreement, except as required by applicable law. Employee represents that Employee has made no assignment or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms transfer of any employee benefit plan right, claim, complaint, charge, duty, obligation, demand, cause of the Company action, or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) other matter waived or Section 8(c) of the Employment Agreementreleased by this section.
Appears in 1 contract
Release of Claims. Employee Executive agrees that, other than that the consideration to be paid in accordance with respect to the Retained Claims, the foregoing consideration Section 3 of this Agreement represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholdersstockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date date of Executive’s execution of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitationlimitation the following:
(a) any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the Maryland Wage and Hour California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Maryland WageXxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, Payment as amended, Cal. Gov’t Code §§ 12945.2, 19702.3; the California Labor Code; the California Business & Professions Code; the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; and Collection the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the Minnesota Human Rights Act, Minn. Stat. Xxx. §§ 363A.01 to 363A.50; the Minnesota Equal Pay for Equal Work Law, Minn. Stat. Xxx. §§ 181.66 to 181.71; Minnesota’s age discrimination statute, Minn. Stat. Xxx. § 181.81; Retaliatory discharge related to workers' compensation, Minn. Stat. Xxx. § 176.82, subdiv. 1; Minnesota’s whistleblower protection statutes, Minn. Stat. Xxx. §§ 181.932 and 181.935; Minnesota’s family leave statute, Minn. Stat. Xxx. §§ 181.940 to 181.944; Minnesota’s personnel record access statutes, Minn. Stat. Xxx. §§ 181.960 to 181.967;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall Section 4 (the “Release”) will be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release The Release does not release claims that cannot be released as a matter of law. Executive represents that Executive has made no assignment or transfer of any right, includingclaim, but not limited tocomplaint, Employeecharge, duty, obligation, demand, cause of action, or other matter waived or released by this Section 4. Nothing in this Agreement waives (i) Executive’s right rights to file a charge with indemnification or participate in a charge any payments under any fiduciary insurance policy, if any, provided by any act or agreement of the Equal Employment Opportunity CommissionCompany, state or federal law or policy of insurance, or any other local, state, or federal administrative body or government agency that is authorized indemnification rights to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of which Executive may be entitled under the Company’s group benefit plans pursuant Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify Executive or hold Executive harmless; (ii) any vested rights Executive may have under the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan plans, programs, or policies of the Company or and its affiliates affiliates; (iii) Executive’s right to enforce the terms of this Agreement; and (iv) any Retained Claims. This release further does right that may not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementbe waived by private agreement.
Appears in 1 contract
Release of Claims. Employee Executive agrees that, other than that the consideration to be paid in accordance with respect to the Retained Claims, terms and conditions of the foregoing consideration Severance Agreement represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholdersstockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitationlimitation the following:
(a) any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 [the California Family Rights Act]; [the California Labor Code]; [the California Workers’ Compensation Act]; and [the California Fair Employment and Housing Act]; References to California statutes will only be included in this Agreement if Executive resides in California at the time Executive’s employment relationship is terminated. Otherwise, statutes specific to the state in which Executive resides at the time of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;termination will be substituted.
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall Section 3 (the “Release”) will be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible The Release does not extend to achieve Employee’s intention to waive, to any severance obligations due Executive under the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateSeverance Agreement. This release The Release does not release claims that cannot be released as a matter of law, including, but not limited to, EmployeeExecutive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employeeany such filing or participation does not give Executive the right to recover any monetary damages against the Company; Executive’s release of claims herein bars Employee Executive from recovering such monetary relief from the Company Company). Executive represents that Executive has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section 3. Nothing in this Agreement waives Executive’s rights to indemnification or any Releasee)payments under any fiduciary insurance policy, claims to continued participation in certain if any, provided by any act or agreement of the Company’s group benefit plans pursuant to the terms and conditions , state or federal law or policy of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementinsurance.
Appears in 1 contract
Samples: Change of Control and Severance Agreement (Veracyte, Inc.)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their current and former its officers, directors, equity holders, managers, supervisors, agents and employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf behalf, and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby fully and forever releases the Releasees Company and its officers, directors, employees, agents, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, from, and agrees agree not to xxx concerning, or in any manner to institute, prosecute, or pursuesue concexxxng, any claim, complaint, charge, duty, obligation, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:
(a) any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims under the law of any jurisdiction including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [, the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Americans with Disabilities Act of 1990, the Fair Labor Standards Act; , the Employee Retirement Income Security Act of 1974; the , The Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave , Older Workers Benefit Protection Act; the Xxxxxxxx-Xxxxx Act of 2002Maryland Laws Against Job Discrimination; Title 20 of and the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection LawNew Jersey Law Against Discrimination;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. The Company and Employee agrees agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not extend to any obligations incurred under this Agreement. Notwithstanding anything to the contrary herein, this release claims that canshall not be released as a matter of law, including, but not limited to, Employee’s right apply with respect to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or (i) any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans obligations under this Agreement and (ii) the Employee’s indemnification rights pursuant to the terms Section 15 of this Agreement. Employee acknowledges and conditions of COBRA, claims to agrees that any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms breach of any employee benefit plan provision of this release shall constitute a material breach of this Agreement and shall entitle the Company or its affiliates to all appropriate and any Retained Claims. This release further does not release claims for breach of Section 8(a)available injunctive and other equitable relief, Section 8(b) or Section 8(c) of including specifically to immediately recover and cease the Employment severance benefits provided to Employee under this Agreement.
Appears in 1 contract
Samples: Separation and Release of Claims Agreement (Td Ameritrade Holding Corp)
Release of Claims. Employee Individual agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Individual by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former former: officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, insurers, trustees, divisions, and subsidiaries and affiliates, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeIndividual, on his Individual’s own behalf and on behalf of EmployeeIndividual’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx sxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Individual may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Individual’s relationship with the Company, or any other affiliate, subsidiary, or predecessor or successor corporation of the Company, and the termination of those relationships;
b. intentionally omitted;
c. any and all claims relating to, or arising from, Individual’s right to purchase, actual purchase, or ownership of shares of stock of the Company or any Releasee, including, without limitation, any claims for wrongful discharge fraud, misrepresentation, breach of employment; termination in violation fiduciary duty, breach of public policy; duty under applicable state corporate law, and securities fraud under any state or federal law;
d. discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefitsany other tort or contract claims;
(b) e. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(c) f. any and all such claims for violation of the federal or any state constitution;
(d) g. any and all such claims claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other laws and regulations relating to employment or employment discriminationtax treatment of any of the proceeds received by Individual as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee Individual agrees that the release set forth in this section Section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible Agreement or to achieve EmployeeIndividual’s intention right to waiveindemnification, to if any, under applicable law or the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateCompany’s bylaws or articles of incorporation. This release does not release claims that cannot be released as a matter of law, includingincluding any Protected Activity (as defined below). Individual represents that Individual has made no assignment or transfer of any right, but not limited toclaim, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commissioncomplaint, charge, duty, obligation, demand, cause of action, or any other local, state, matter waived or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementreleased by this Section.
Appears in 1 contract
Samples: Separation and Settlement Agreement (fuboTV Inc. /FL)
Release of Claims. Employee Contractor agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Contractor by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeContractor, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Contractor may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Contractor’s relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Contractor’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; this is in no way a release of Contractor’s right to purchase shares of stock of the Company;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Contractor Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code, State Government Title, ; the Maryland Flexible Leave California Workers’ Compensation Act, ; and the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection LawHousing Act;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Contractor as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee Contractor agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible CONTRACTOR FURTHER AGREES, EXCEPT TO ENFORCE THE TERMS OF THE AGREEMENT AND SUBJECT TO THE RIGHTS ENUMERATED IN PARAGRAPH 5, TO WAIVE ANY RIGHT TO RECOVER FRONT PAY, BACK PAY, LIQUIDATED DAMAGES, PUNITIVE DAMAGES, COMPENSATORY DAMAGES, AND ATTORNEYS’ FEES IN ANY SUIT, COMPLAINT, CHARGE, OR OTHER PROCEEDING FILED BY CONTRACTOR OR ANYONE ELSE ON CONTRACTOR’S BEHALF. In exchange for Contractor’s releases, the Company, on its own behalf and on behalf of its current and former officers, directors, investors, affiliates, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Company Releasees”), hereby and forever releases Contractor and Consultant from, and agrees not to achieve Employee’s intention xxx concerning, or in any manner to waiveinstitute, to the maximum extent permitted by lawprosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Company Releasees may possess against Contractor and all claims against the Releasees Consultant arising through from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date. This release does not release claims that cannot be released as a matter Date of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment this Agreement.
Appears in 1 contract
Samples: Independent Contractor Termination Agreement (Nemus Bioscience, Inc.)
Release of Claims. (a) Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by Company. This is a general release of all claims. As consideration for the Companyseverance pay and benefits being provided to Employee, any of the Company’s direct or indirect subsidiaries and affiliatesEmployee, on his own behalf, and any on behalf of their current his respective heirs, family members, executors, administrators, attorneys, representatives and former assigns, hereby fully and forever releases Company and its legal representatives, officers, directors, equity holders, managersfiduciaries, employees, agents, investors, attorneysshareholders, shareholdersinsurers, agents, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and subsidiaries, predecessor and successor corporations and assigns assigns, both in their capacity as such individual and corporate capacities (collectively, the “Releasees”). Employee, on his own behalf of and on behalf from any and all claims and causes of Employee’s heirsaction, family membersdemands, executorsduties, agentsobligations, and assignsagreements, other than with respect to the Retained Claimspromises, hereby and forever releases the Releasees fromliabilities, and agrees not to xxx concerningdamages, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kindcosts and/or fees, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any arising out of the Releasees arising from any omissionsor relating to Employee’s employment, acts, facts, or damages that have occurred up until and including the Effective Date termination of this Agreement his employment, including without limitation:
(as defined in Section 11 below1) that relate any and all claims relating to or arise arising from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or and the termination of that relationship;
(2) any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of, shares of stock of Company, including, without limitation:, any claims for fraud; misrepresentation; breach of fiduciary duty; breach of duty under applicable state corporate law; and securities fraud under any state or federal law;
(a3) any and all such claims for under the law of any jurisdiction including without limitation wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or and intentional infliction of emotional distress; fraud; negligent or and intentional misrepresentation; negligent or and intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
(b4) any and all such claims for violation of any federal, state, state or municipal statute, includingincluding without limitation all employment laws, but not limited toincluding without limitation the California Fair Employment and Housing Act; the California Xxxxx Act; the Age Discrimination in Employment Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 19911866; the Rehabilitation Civil Rights Act of 19731871; the Fair Labor Standards Act; the Americans with Disabilities Act of 1990Act; the Older Workers’ Benefits Protection Act; the Family Medical Leave Act; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave National Labor Relations Act; the Xxxxxxxx-Xxxxx Act California Constitution; the California Labor Code; the California Business & Professions Code; the California Government Code; the California Civil Code; and all other laws against discrimination or applicable to employment that may be the subject of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Lawa release under applicable law;
(c5) any and all such claims for violation of the federal federal, or any state state, constitution;
(d6) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(7) any and all claims arising out of any personnel policies, contracts of employment, any other contracts, severance pay agreements and covenants of good faith and fair dealing;
(8) any claim for any loss, cost, damage or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement;
(9) any claim or damage arising out of Employee’s employment with or separation from Company under any common law theory or any federal, state or local statute or ordinance not specifically referred to above;
(10) any and all claims for unpaid or withheld wages, severance, benefits, bonuses, commissions and other compensation of any kind that Employee may have against the Releasees; and
(e11) any and all such claims for attorneys’ fees and costs.
(b) Employee specifically agrees that this Agreement includes without limitation any and all claims that were raised, or that reasonably could have been raised, under the applicable Wage Order, Labor Code sections 201, 202, 203, 212, 226, 226.3, 226.7, 510, 512, 515, 558, 1194 and 1198, as well as claims under the Business & Professions Code sections 17200, et seq. and Labor Code sections 2698, et seq. based on alleged violations of Labor Code provisions. Employee further covenants that he will not seek to initiate any proceedings seeking penalties under Labor Code sections 2699, et seq. based upon the Labor Code provisions specified above.
(c) Employee understands and agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waivethat, to the maximum fullest extent permitted by law, Employee is precluded from filing or pursuing any and all legal claim of any kind against any of the Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Employee has waived by virtue of executing this Agreement. Employee agrees not to file or pursue any such legal claims and, if Employee does pursue such legal claims, Employee waives any right to receive monetary recovery. By Employee’s signature below, Employee represents that he has not filed any such legal claims against any of the Releasees arising through the Effective Date. This release does not release in any federal, state or municipal court, administrative agency or other tribunal.
(d) Nothing in this Agreement shall be construed to waive any claims that cannot be waived as a matter of law. In addition, this Agreement does not prevent Employee from filing an administrative charge against any Releasee that may not be released as a matter of law; however, includingEmployee agrees that Employee shall not be entitled to recover any monetary payments or other individual benefits in any such proceeding. This release does not waive any rights or claims that may arise after the date that Employee executed this Agreement.
(e) In addition, but this Release does not limited toapply to any claims that Employee may have to be indemnified for acts or omissions as a director, Employeeofficer or employee of the Company, whether arising under applicable law, the Company’s right certificate of incorporation or bylaws (as each may be amended from time to file time), or the Indemnification Agreement entered into on April 15, 2015 between Employee and the Company and incorporated herein by reference (or attached as EXHIBIT D) which remains in full force and effect including the Directors and Officers Insurance coverage for a charge with period not less than 10 years from the termination date.
(f) Nothing in this Agreement will affect the ability of Employee or participate in a charge by the Equal Employment Opportunity CommissionCompany to enforce rights or entitlements specifically provided for under this Agreement as set forth above, or any rights or claims that may arise after the date that Employee executed this Agreement. By Employee’s signature below, Employee represents that: (a) Employee is not aware of any unpaid wages, vacation, bonuses, expense reimbursements or other localamounts owed to Employee by Company, stateother than the Severance Pay specifically promised in this Agreement; (b) Employee has not been denied any request for leave to which Employee believes he was legally entitled, and Employee was not otherwise deprived of any of his rights under the Family and Medical Leave Act or any similar state or local statute; and (c) Employee has not assigned or transferred, or federal administrative body purported to assign or government agency that is authorized transfer, to enforce any person, entity or administer laws related to employmentindividual whatsoever, against any of the Company (with claims released in the understanding that foregoing general release and waiver. Company’s obligations under this Agreement are contingent upon Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the compliance with all terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims provided for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementherein.
Appears in 1 contract
Release of Claims. Employee (a) Executive agrees thatthat the consideration set forth in his Executive Employment Agreement dated November 17, other than with respect to 2008, as supplemented and amended by the Retained ClaimsExecutive Transition Services Agreement dated October 1, the foregoing consideration 2015 which this Agreement is an Exhibit, represents settlement in full of all outstanding obligations owed to Employee Executive by Company. Executive will not be entitled to the CompanySeparation Payments, any of the Company’s direct or indirect subsidiaries and affiliatesAdditional Separation Payments, and any Additional Equity Vesting under the Executive Employment Agreement and the Executive Transition Services Agreement until the Effective Date of their current this Agreement. THIS IS A GENERAL RELEASE OF ALL CLAIMS. As consideration for the severance pay and former benefits being provided to Executive, Executive, on his own behalf, and on behalf of his respective heirs, family members, executors, administrators, attorneys, representatives, and assigns, hereby fully and forever releases Company and its legal representatives, officers, directors, equity holdersfiduciaries, managers, employees, agentsExecutives, investors, attorneysshareholders, shareholdersinsurers, agents, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and subsidiaries, predecessor and successor corporations corporations, and assigns assigns, both in their capacity as such individual and corporate capacities (collectively, the “Releasees”). Employee, on his own behalf of and on behalf from any and all claims and causes of Employee’s heirsaction, family membersdemands, executorsduties, agentsobligations, and assignsagreements, other than with respect to the Retained Claimspromises, hereby and forever releases the Releasees fromliabilities, and agrees not to xxx concerningdamages, or in any manner to institutecosts, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kindand/or fees, whether presently known or unknown, suspected or unsuspected, that Employee may possess against arising out of or relating to Executive’s employment, including the termination of his employment, including without limitation:
(1) any of the Releasees and all claims relating to or arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from EmployeeExecutive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or and the termination of that relationship, including, without limitation:;
(a2) any and all such claims for under the law of any jurisdiction including without limitation wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or and intentional infliction of emotional distress; fraud; negligent or and intentional misrepresentation; negligent or and intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
(b3) any and all such claims for violation of any federal, state, state or municipal statute, includingincluding without limitation all employment laws, but not limited toincluding without limitation the California Fair Employment and Housing Act; the California Uxxxx Act; the Age Discrimination in Employment Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 19911866; the Rehabilitation Civil Rights Act of 19731871; the Fair Labor Standards Act; the Americans with Disabilities Act of 1990Act; the Older Workers’ Benefits Protection Act; the Family Medical Leave Act; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave National Labor Relations Act; the Xxxxxxxx-Xxxxx Act California Constitution; the California Labor Code; the California Business & Professions Code; the California Government Code; the California Civil Code; and all other laws against discrimination or applicable to employment that may be the subject of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Lawa release under applicable law;
(c4) any and all such claims for violation of the federal federal, or any state state, constitution;
(d5) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(6) any and all claims arising out of any personnel policies, contracts of employment, any other contracts, severance pay agreements, and covenants of good faith and fair dealing;
(7) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement;
(8) any claim or damage arising out of Executive’s employment with or separation from Company under any common law theory or any federal, state, or local statute or ordinance not specifically referred to above;
(9) any and all claims for unpaid or withheld wages, severance, benefits, bonuses, commissions, and other compensation of any kind that Executive may have against the Releasees other than the Separation Payments, Additional Separation Payments and Additional Equity Vesting under the Executive Employment Agreement and the Executive Transition Services Agreement; and
(e10) any and all such claims for attorneys’ fees and costs. Employee .
(b) Executive specifically agrees that this Agreement includes without limitation any and all claims that were raised, or that reasonably could have been raised, under the release set forth in this section shall be applicable Wage Order, Labor Code sections 201, 202, 203, 212, 226, 226.3, 226.7, 510, 512, 515, 558, 1194, and remain in effect in all respects 1198, as a complete general release well as claims under the Business & Professions Code sections 17200, et seq. and Labor Code sections 2698, et seq. based on alleged violations of Labor Code provisions. Executive further covenants that he will not seek to initiate any proceedings seeking penalties under Labor Code sections 2699, et seq. based upon the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waiveLabor Code provisions specified above.
(c) Executive understands and agrees that, to the maximum fullest extent permitted by law, Executive is precluded from filing or pursuing any and all legal claim of any kind against any of the Releasees at any time in the future, in any federal, state, or municipal court, administrative agency, or other tribunal, arising out of any of the claims that Executive has waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims and, if Executive does pursue such legal claims, Executive waives any right to receive monetary recovery. By Executive’s signature below, Executive represents that he has not filed any such legal claims against any of the Releasees arising through the Effective Date. This release does not release in any federal, state, or municipal court, administrative agency, or other tribunal.
(d) Nothing in this Agreement shall be construed to waive any claims that cannot be waived as a matter of law. In addition, this Agreement does not prevent Executive from filing an administrative charge against any Releasee that may not be released as a matter of law; however, including, but Executive agrees that Executive shall not limited to, Employee’s right be entitled to file a charge with recover any monetary payments or participate other individual benefits in a charge by any such proceeding. This release does not waive any rights or claims that may arise after the Equal Employment Opportunity Commissiondate that Executive executed this Agreement.
(e) Nothing in this Agreement will affect the ability of Executive or Company to enforce rights or entitlements specifically provided for under this Agreement as set forth above, or any other localrights or claims that may arise after the date that Executive executed this Agreement. By Executive’s signature below, stateExecutive represents that: (a) Executive is not aware of any unpaid wages, vacation, bonuses, expense reimbursements, or federal administrative body or government agency that is authorized other amounts owed to enforce or administer laws related Executive by Company, other than payments due under the Executive Transition Services Agreement; (b) Executive has not been denied any request for leave to employmentwhich Executive believes he was legally entitled, against and Executive was not otherwise deprived of any of his rights under the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company Family and Medical Leave Act or any Releasee)similar state or local statute; and (c) Executive has not assigned or transferred, claims or purported to continued participation in certain assign or transfer, to any person, entity, or individual whatsoever, any of the claims released in the foregoing general release and waiver. Company’s group benefit plans pursuant to the obligations under this Agreement are contingent upon Executive’s compliance with all terms and conditions provided for herein. Notwithstanding anything herein to the contrary, nothing in this Agreement will be construed as a release of COBRA, claims (i) any right to any benefit entitlements vested as the date of separation of Employee’s employment, indemnification or liability insurance coverage to which Executive is otherwise entitled (including pursuant to written terms of any employee benefit plan Section 13 of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(bExecutive Transition Services Agreement) or Section 8(c(ii) of any right or claim with respect to the Separation Payments, Additional Separation Payments and Additional Equity Vesting under the Executive Employment Agreement and the Executive Transition Services Agreement.
Appears in 1 contract
Samples: Executive Transition Services Agreement (Jamba, Inc.)
Release of Claims. Employee Executive agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of other than obligations that remain outstanding pursuant to the Employment Agreement or the Company’s direct or indirect subsidiaries employee benefit plans. Executive, on behalf of Executive and affiliateshis heirs, family members, executors, successors and any of their current assigns, hereby fully and former forever releases the Company and its past, present and future officers, agents, directors, equity holders, managersexecutives, employees, agentsrepresentatives, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and subsidiaries, parents, predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx or otherwise institute or cause to be instituted any legal or administrative proceedings concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship), including, without limitation:
(a) any Any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship or any transactions between the Company, as an employer and Executive as employee;
(b) Any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of, shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law and securities fraud under any state or federal law;
(c) Any and all claims for wrongful discharge of employment; termination in violation of public policy; harassment; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
(bd) any Any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [, the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Americans with Disabilities Act of 1990, the Fair Labor Standards Act; , the Employee Retirement Income Security Act of 1974; , the Worker Adjustment and Retraining Notification Act;] , the Sarbanes Oxley Act of 2002, the Occupational Safety and Health Administration Act of 1970, the Older Workers Benefit Protection Act of 1990, the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title1993, the Maryland Flexible Leave California Fair Employment and Housing Act, and California Labor Code Sections 201 et seq. and 970 et seq. and all amendments to each such Act as well as the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Lawregulations issued thereunder;
(ce) any Any and all such claims for violation of the federal or any state constitution;
(df) any Any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(eg) any Any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section Section 4 shall be and remain in effect in all respects as a complete general release as to the matters released. Employee The Parties agree that the release set forth in this release should be interpreted as broadly as possible Section 4 shall not apply to achieve Employee’s intention (i) rights that Executive may have under the Employment Agreement or (ii) rights to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of indemnification Executive may have under the Company’s group benefit plans pursuant to the terms and conditions Certificate of COBRAIncorporation, claims to any benefit entitlements vested Bylaws, or separate indemnification agreement, as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementapplicable.
Appears in 1 contract
Samples: Employment Agreement (Autodesk Inc)
Release of Claims. Employee Individual agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Individual by the Company, any of except for work-related expenses reasonably incurred by Individual and not yet reimbursed by the Company’s direct or indirect subsidiaries . Individual and affiliatesthe Company, on behalf of themselves, and any of their current and former respective heirs, family members, executors, officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and subsidiaries, predecessor and successor corporations corporations, and assigns in assigns, hereby fully and forever releases each other their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s respective heirs, family members, executors, agentsofficers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees agree not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee any of them may possess against any of the Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:,
(a) any and all such claims relating to or arising from Individual's employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Individual's right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [, the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Americans with Disabilities Act of 1990, the Fair Labor Standards Act; , the Employee Retirement Income Security Act of 1974; the , The Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave , Older Workers Benefit Protection Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave California Fair Employment and Housing Act, the Maryland Wage and Hour LawLabor Code section 201, the Maryland WageET SEQ. and section 970, Payment and Collection LawET SEQ.;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(eg) any and all such claims for attorneys’ ' fees and costs. Employee agrees The Company and Individual agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims extend to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment obligations incurred under this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Rstar Corp)
Release of Claims. Employee In consideration for the payments and other benefits provided to Executive by this Agreement, including those described above in Paragraph 5, certain of which Executive is not otherwise entitled, and the sufficiency of which Executive acknowledges, Executive further agrees, as follows:
a. For himself and for all people acting on his behalf (such as, but not limited to, his family, heirs, executors, administrators, personal representatives, agents and/or legal representatives), Executive agrees thatto waive any and all claims or grievances which he may have against Comerica and Comerica’s past or present stockholders, other than with respect to the Retained Claimsdirectors, the foregoing consideration represents settlement officers, trustees, agents, representatives, attorneys, employees, in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct their individual or indirect subsidiaries and affiliatesrepresentative capacities, and any of and all employee benefit plans and their respective past, current and former officersfuture trustees and administrators (hereafter, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “ReleaseesReleased Parties”). EmployeeBy his signature hereto, Executive, for himself and for all people acting on his own behalf behalf, forever and on behalf fully releases and discharges any and all of Employee’s heirsthe Released Parties from any and all claims, family memberscauses of action, executorscontracts, agentsgrievances, liabilities, debts, judgments, and assignsdemands, other than with respect including but not limited to the Retained Claimsany claims for Restrictive Covenant and General Release Agreement 020609 Page 5 of 21 attorney fees, hereby and forever releases the Releasees fromthat Executive ever had, and agrees not to xxx concerningnow has, or may have by reason of or arising in any manner to institute, prosecute, whole or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters in part out of any kindevent, whether presently known act or unknown, suspected omission occurring on or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including prior to the Effective Date of this Agreement (as defined in Section 11 below) Agreement. This release includes, but is not limited to, any and all claims of any nature that relate to or arise from EmployeeExecutive’s employment by or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipemployment with Comerica. This release includes, includingbut is not limited to: claims of promissory estoppel, without limitation:
(a) any and all such claims for forced resignation, constructive discharge, libel, slander, deprivation of due process, wrongful or retaliatory discharge, discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; , breach of contract, both express and implied; breach of covenant of good faith and fair dealingimplied contract, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; , detrimental reliance, invasion of privacy; , negligence, malicious prosecution, false imprisonment; conversion; , fraud, assault and disability benefits;
(b) battery, interference with contractual or other relationships, or any other claim under common law. This release also specifically includes, but is not limited to: any and all such claims for violation of under any federal, state, and/or local law, regulation, or municipal statuteorder prohibiting discrimination, includingincluding the Age Discrimination in Employment Act, but not limited tothe Americans With Disabilities Act, Title VII of the Civil Rights Act of 1964; , the Civil Texas Commission on Human Rights Act, the Public Employment Discrimination Act, the Texas Free Enterprise and Enterprise Act of 1991; 1938, the Rehabilitation Texas Payday Law, the Texas Minimum Wage Act of 1973; the Americans 1970, together with Disabilities Act of 1990; the Equal Pay Act; any and all claims under the Fair Credit Reporting Act; [, the Age Discrimination in Uniform Services Employment Act of 1967; the Older Workers Benefit Protection and Reemployment Rights Act; , the Employee Retirement Security Income Security Act Act, the Restrictive Covenant and General Release Agreement 020609 Page 6 of 1974; the Worker Adjustment and Retraining Notification Act;] the 21 Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(c) any and all such claims for violation of the federal or any state constitution;
(d) any other federal, state, and all such claims arising out of any other laws and regulations or local law, regulation, or order relating to employment employment, as they all have been or employment discrimination; and
(e) any and may be amended. It is Executive’s intent, by executing this Agreement, to release all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, specified above to the maximum extent permitted by law, any and all whether said claims against are presently known or unknown.
b. To the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of maximum extent permitted by law, includingExecutive agrees that he has not filed, but not limited tonor will he ever file, Employee’s right to file a charge with or participate in a charge lawsuit asserting any claims which are released by the Equal Employment Opportunity Commissionthis Agreement, or to accept any benefit from any lawsuit which might be filed by another person or government entity based in whole or in part on any event, act, or omission which is the subject of Executive’s release.
c. Executive understands and agrees that, other than the payments and benefits expressly enumerated in this Agreement, he is not entitled to receive any other localcompensation, stateincentive, wage, vacation or federal administrative body other paid time off, leave, benefit or government agency that is authorized other payment from Comerica, other than any vested benefits to enforce or administer laws related to employmentwhich he may be entitled under the Comerica Incorporated Retirement Plan, against the Company (Comerica Incorporated Preferred Savings [401(k)] Plan, the 1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan, the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan, and the Comerica Incorporated Amended and Restated Employee Stock Purchase Plan, in each case in accordance with the understanding that Employee’s release terms of claims herein bars Employee from recovering such monetary relief from the Company or plans and any Releasee)valid elections thereunder. In addition, claims prior to continued participation in certain November 23, Restrictive Covenant and General Release Agreement 020609 Page 7 of 21 2004, a portion of the CompanyExecutive’s group benefit plans pursuant incentive bonus attributable to the terms and conditions of COBRA, claims to any benefit entitlements vested as three-year performance period under the date of separation of Employee’s employmentMIP was automatically invested in common stock that, pursuant to written terms of a No Sale Agreement, will be non-transferrable until he terminates employment with Comerica (sometimes referred to as the non-deferred 3-year award program or plan) (the “Non-Deferred Account”). Executive shall be entitled to receive the shares in his Non-Deferred Account following his Separation Date. Executive agrees that he is not entitled to any employee benefit benefits under any other program or plan of the Company Comerica.
d. The provisions of this Paragraph 6 do not apply to any claim Executive may have for representation and indemnification pursuant to Paragraph 5(g) above or its affiliates and any Retained Claims. This release further does not release claims for breach claim based solely upon his status as a shareholder of Section 8(a), Section 8(b) or Section 8(c) of the Employment AgreementComerica Incorporated.
Appears in 1 contract
Samples: Restrictive Covenants and General Release Agreement
Release of Claims. Employee Executive agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, insurers, trustees, divisions, and subsidiaries and subsidiaries, predecessor and successor corporations corporations, and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; , termination in violation of public policy; , discrimination; , harassment; , retaliation; , breach of contract, contract (both express and implied; ), breach of covenant of good faith and fair dealing, dealing (both express and implied; ), promissory estoppel; , negligent or intentional infliction of emotional distress; , fraud; , negligent or intentional misrepresentation; , negligent or intentional interference with contract or prospective economic advantage; , unfair business practices; , defamation; , libel; , slander; , negligence; , personal injury; , assault; , battery; , invasion of privacy; , false imprisonment; , conversion; , and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; , the Rehabilitation Act of 1973; , the Americans with Disabilities Act of 1990; , the Equal Pay Act; , the Fair Labor Standards Act, the Fair Credit Reporting Act; [, the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Act; , the Employee Retirement Income Security Act of 1974; , the Worker Adjustment and Retraining Notification Act;] , the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Immigration Reform and Control Act, the Maryland Wage and Hour LawNational Labor Relations Act, the Maryland WageCalifornia Family Rights Act, Payment the California Labor Code, the California Workers’ Compensation Act, and Collection Lawthe California Fair Employment and Housing Act;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release (i) claims that cannot be released as a matter of law, including, but not limited to, Employeelaw (ii) any obligations incurred or rights preserved under this Agreement; or (iii) any rights to indemnification as a result of Executive’s right to file a charge with service as an officer or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain director of the Company’s group benefit plans pursuant to , including any such rights under the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained ClaimsIndemnification Agreement. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementextend to any right Executive may have to unemployment compensation benefits.
Appears in 1 contract
Release of Claims. Employee agrees thatYou hereby acknowledge that your relationship with the Company is an “at-will employment relationship,” meaning that either you or the Company could terminate the relationship with or without notice and or without cause, other than at any time. Nevertheless, in consideration for the Consulting Agreement and the enhanced separation benefits described in Exhibit A of this Agreement, you hereby provide the Company with respect an irrevocable and unconditional release and discharge of claims. This release and discharge of claims applies to (i) Xxxxx Xxxxxx Incorporated, (ii) to each and all of its subsidiaries and affiliated companies, (collectively, “the Company”), (iii) to the Retained ClaimsCompany’s officers, agents, directors, supervisors, employees, representatives, and their successors and assigns, whether or not acting in the foregoing consideration represents settlement course and scope of employment, and (iv) to all persons acting by, through, under, or in full of all outstanding obligations owed to Employee by the Company, concert with any of the Company’s direct foregoing persons or indirect subsidiaries entities. The claims subject to this release include, without limitation, any and affiliates, and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, all claims related or in any manner incidental to instituteyour employment with the Company or the termination of that employment relationship. The parties understand the word “claims” to include all actions, prosecuteclaims, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kindand grievances, whether presently actual or potential, known or unknown, suspected or unsuspected, that Employee may possess against any and specifically but not exclusively all claims arising out of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s your employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or and the termination of that relationshipyour employment. All such claims (including related attorneys’ fees and costs) are forever barred by this Agreement and without regard to whether those claims are based on any alleged breach of a duty arising in a statute, contract, or tort; any alleged unlawful act, including, without limitation, age discrimination; any other claim or cause or cause of action; and regardless of the forum in which it might be brought. This release applies to any claims brought by any person or agency on behalf of you or any class action pursuant to which you may have any right or benefit. You promise never to file a lawsuit asserting any claims that are released by you and further promise not to accept any recoveries or benefits which may be obtained on your behalf by any other person or agency or in any class action and do hereby assign any such recovery or benefit to the Company. If you xxx the Company in violation of this Agreement, you shall be liable to the Company for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit. Additionally, if you xxx the Company in violation of this Agreement, the Company can require you to return all monies and other benefits paid to you pursuant to this Agreement. Notwithstanding the foregoing, the release contained herein shall not apply to (i) any rights that you may have under the Company’s retirement plans including the Xxxxx Xxxxxx Incorporated Pension Plan and the Xxxxx Xxxxxx Incorporated Thrift Plan, (ii) any rights you may have under this Agreement, (iii) your right under applicable law (i.e., the COBRA law) to continued medical insurance coverage at your expense, and (iv) your statutory right to file a charge with the Equal Employment Opportunity Commission (“EEOC”) or the Texas Commission on Human Rights (“TCHR”), to participate in an EEOC or TCHR investigation or proceeding, or to challenge the validity of the release, consistent with the requirements of 29 U.S.C. § 626(f)(4). In connection with this release, you understand and agree that:
(a) any You have a period of 21 days within which to consider whether you execute this Agreement, that no one hurried you into executing this Agreement during that 21 day period, and all such claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefitsthat no one coerced you into executing this Agreement;
(b) You have carefully read and fully understand all the provisions of the release set forth in Section 4 of this Agreement, and declare that the Agreement is written in a manner that you understand;
(c) You are, through this Agreement, releasing the Company from any and all such claims for violation you may have against the Company and the other parties specified above, and that this Agreement constitutes a release and discharge of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [claims arising under the Age Discrimination in Employment Act of 1967; (ADEA), 29 U.S.C. § 621-634, including the Older Workers Workers’ Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(c) any and all such claims for violation of the federal or any state constitution29 U.S.C. § 626(f);
(d) any You declare that your agreement to all of the terms set forth in this Agreement is knowing and all such claims arising out voluntary;
(e) You knowingly and voluntarily intend to be legally bound by the terms of any other laws and regulations relating this Agreement;
(f) You acknowledge that the Company is hereby advising you in writing to employment or employment discriminationconsult with an attorney of your choice prior to executing this Agreement; and
(eg) You understand that rights or claims that may arise after the date this Agreement is executed are not waived. You understand that you have a period of seven days to revoke your agreement to give the Company a complete release in exchange for separation benefits, and that you may deliver notification of revocation by letter or facsimile addressed to the Company’s Senior Labor and Employment Counsel. You understand that this will not become effective and binding, and that none of the separation benefits described above in Section 2 of this Agreement will be provided to you until after the expiration of the revocation period. The revocation period commences when you execute this Agreement and ends at 11:59 p.m. on the seventh calendar day after execution, not counting the date on which you execute this Agreement. You understand that if you do not deliver a written notice of revocation to the Company’s Senior Labor and Employment Counsel before the end of the seven-day period described above, this Agreement will become final, binding and enforceable. The Company’s decision to offer the Consulting Agreement and the enhanced separation benefits in exchange for a release of claims shall not be construed as an admission by the Company of (i) any liability whatsoever, (ii) any violation of any of your rights or those of any person, or (iii) any violation of any order, law, statute, duty, or contract. The Company specifically disclaims any liability to you or to any other person for any alleged violation of any rights possessed by you or any other person, or for any alleged violation of any order, law, statute, duty, or contract on the part of the Company, its employees or agents or related companies or their employees or agents. You represent and all such claims for acknowledge that in executing this Agreement you do not rely and have not relied upon any representation or statement made by the Company, or by any of the Company’s agents, attorneys’ fees and costs. Employee agrees that , or representatives with regard to the subject matter, basis, or effect of the release set forth in this section Agreement, other than those specifically stated in this Agreement. The release set forth in this Section 4 of this Agreement shall be binding upon you, and remain in effect in all respects as a complete general release as your heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company as defined above. You expressly warrant that you have not assigned, transferred or its affiliates and sold to any Retained Claims. This release further does not release person or entity any rights, causes of action, or claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment released in this Agreement.
Appears in 1 contract
Release of Claims. Employee agrees thatIn exchange for the Company providing you with the consideration described in the Separation Agreement, other than with respect to the Retained Claims, the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by you release and forever discharge the Company, any of the Company’s direct or indirect subsidiaries and as well as its parent companies, affiliates, and any of their current and former subsidiaries, divisions, officers, directors, equity holders, managersstockholders, employees, agents, investorsrepresentatives, attorneys, shareholderslessors, administratorslessees, affiliates, benefit plans, plan administrators, insurers, trustees, divisionslicensors and licensees, and subsidiaries their respective successors, assigns, heirs, executors and predecessor and successor corporations and assigns in their capacity as such administrators (collectively, the “ReleaseesCompany Parties”). Employee, on his own behalf from any and on behalf of Employee’s heirsall claims, family members, executors, agentsdemands, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause causes of action relating to any matters of any kindevery kind and nature, whether presently known or unknown, suspected direct or unsuspectedindirect, that Employee may possess against any accrued, contingent or potential, which you ever had or now have arising out of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate related to or arise from Employee’s your employment or service relationship with the Company and the termination thereof (except where and to the extent that such a release is expressly prohibited or made void by law). The release includes, without limitation, your release of the Company Parties from any claims by you for lost wages or benefits, stock options, restricted stock, compensatory damages, punitive damages, attorneys’ fees and costs, equitable relief or any other form of its direct damages or indirect subsidiaries relief. In addition, this release is meant to release the Company Parties from all common law claims, including claims in contract or affiliates and/or the termination of that relationshiptort, including, without limitation:
(a) any and all such , claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; wrongful or constructive discharge, intentional or negligent infliction of emotional distress, misrepresentation, tortious interference with contract or prospective economic advantage, invasion of privacy, defamation, negligence or breach of any covenant of good faith and fair dealing. You also specifically and forever release the Company Parties (except where and to the extent that such a release is expressly prohibited or made void by law) from any claims based on unlawful employment discrimination or harassment, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) any and all such including claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of under the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [the federal Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(c) any and all such claims for violation of the federal or any state constitution;
(d) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(e) any and all such claims for attorneys’ fees and costs29 U.S.C. § 621 et seq.). Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree You acknowledge that this release should be interpreted as broadly as possible applies both to achieve Employee’s intention known and unknown claims that may exist between you and the Company Parties. You expressly waive and relinquish all rights and benefits which you may have under any state or federal statute or common law principle that would otherwise limit the effect of this Release to waive, claims known or suspected prior to the maximum extent permitted by lawdate you execute this Release, and do so understanding and acknowledging the significance and consequences of such specific waiver. Provided, however, that nothing in this Release extinguishes any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, you may have against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) this Release or Section 8(c) of the Employment Separation Agreement.
Appears in 1 contract
Release of Claims. Employee Executive agrees that, other than that the consideration to be paid in accordance with respect to the Retained Claims, terms and conditions of the foregoing consideration Change of Control Agreement represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholdersstockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitationlimitation the following:
(a) any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland [California Family Rights Act]; [the California Labor Code, State Government Title, ]; [the Maryland Flexible Leave California Workers’ Compensation Act, ]; and [the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection Law;Housing Act];1
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall Section 3 (the “Release”) will be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible The Release does not extend to achieve Employee’s intention to waive, to any severance obligations due Executive under the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateChange of Control Agreement. This release The Release does not release claims that cannot be released as a matter of law. Executive represents that Executive has made no assignment or transfer of any right, includingclaim, but not limited tocomplaint, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commissioncharge, duty, obligation, demand, cause of action, or any other local, state, matter waived or federal administrative body or government agency that is authorized released by this Section 3. Nothing in this Agreement waives Executive’s rights to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company indemnification or any Releasee)payments under any fiduciary insurance policy, claims to continued participation in certain if any, provided by any act or agreement of the Company’s group benefit plans pursuant to the terms and conditions , state or federal law or policy of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementinsurance.
Appears in 1 contract
Samples: Change of Control Severance Agreement (Quality Systems, Inc)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of . Employee and the Company’s direct or indirect subsidiaries and affiliates, on behalf of themselves, and any of their current and former respective heirs, family members, executors, officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and subsidiaries, predecessor and successor corporations corporations, and assigns in assigns, hereby fully and forever release each other and their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s respective heirs, family members, executors, agentsofficers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees agree not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee any of them may possess against any of the Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:,
(a) any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims under the law of any jurisdiction including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [, the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Americans with Disabilities Act of 1990, the Fair Labor Standards Act; , the Employee Retirement Income Security Act of 1974; the , The Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave , Older Workers Benefit Protection Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave California Fair Employment and Housing Act, and the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection LawCalifornia Labor Code;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. The Company and Employee agrees agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims extend to any obligations incurred under this Agreement. The Parties acknowledge and agree that cannot be released as any breach of any provision of this Agreement shall constitute a matter material breach of lawthis Agreement and, includingin the event of breach by Employee, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against shall entitle the Company (with immediately to recover the understanding that Employee’s release of claims herein bars severance benefits provided to Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment under this Agreement.
Appears in 1 contract
Release of Claims. Employee Executive agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, advisors, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and subsidiaries, predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, prosecute or pursue, any claim, complaint, charge, duty, obligation, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the Effective Date of date Executive signs this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:
(a) any and all such claims relating to or arising out of Executive’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud; misrepresentation; breach of fiduciary duty; breach of duty under applicable state corporate law; and securities fraud under any state or federal law;
(c) any and all claims under the law of any jurisdiction including, but not limited to, wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, fraud and fraudulent inducement, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; workers’ compensation; and disability benefits;
(bd) any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Restraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002California Family Rights Act; Title 20 of the Maryland California Fair Employment and Housing Act, and the California Labor Code, State Government Titleincluding, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Lawbut not limited to Labor Code Sections 1400-1408;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and;
(eg) any and all such claims for attorneys’ fees and costs; and
(h) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement. Employee Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released extend to any obligations incurred under this Agreement, including any obligations the Company may have to indemnify Executive as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain former officer of the Company’s group benefit plans , pursuant to the terms Indemnification Agreement, the Company’s Certificate of Incorporation and conditions of COBRABylaws, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementand/or statutory obligations.
Appears in 1 contract
Release of Claims. Employee Executive agrees that, other than that the consideration to be paid in accordance with respect to the Retained Claims, terms and conditions of the foregoing consideration Severance Agreement represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholdersstockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitationlimitation the following:
(a) any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002of2002; Title 20 of [the Maryland California Family Rights Act]; [the California Labor Code, State Government Title, ]; [the Maryland Flexible Leave California Workers’ Compensation Act, ]; and [the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection Law;Housing Act];1
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non- withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. Employee 1 References to California statutes will only be included in this Agreement if Executive resides in California at the time Executive’s employment relationship is terminated. Otherwise, statutes specific to the state in which Executive resides at the time of termination will be substituted. A-2 33857/00600/FW/10411001.4 Executive agrees that the release set forth in this section shall Section 3 (the “Release”) will be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible The Release does not extend to achieve Employee’s intention to waive, to any severance obligations due Executive under the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateSeverance Agreement. This release The Release does not release claims that cannot be released as a matter of law. Executive represents that Executive has made no assignment or transfer of any right, includingclaim, but not limited tocomplaint, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commissioncharge, duty, obligation, demand, cause of action, or any other local, state, matter waived or federal administrative body or government agency that is authorized released by this Section 3. Nothing in this Agreement waives Executive’s rights to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company indemnification or any Releasee)payments under any fiduciary insurance policy, claims to continued participation in certain if any, provided by any act or agreement of the Company’s group benefit plans pursuant to the terms and conditions , state or federal law or policy of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementinsurance.
Appears in 1 contract
Samples: Change of Control and Severance Agreement (Veracyte, Inc.)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of Visioneer, Purchaser and/or Purchaser Parent. Employee further agrees that with respect to (i) any payment(s) made to Employee hereunder or (ii) benefit(s) conferred upon Employee hereunder by either Visioneer, Purchaser or Purchaser Parent, that the Company’s direct other two parties hereto (i.e., either (i) Visioneer and Purchaser, or indirect subsidiaries (ii) Purchaser and affiliatesPurchaser Parent, or (iii) Visioneer and Purchaser Parent) shall be deemed to be third-party beneficiaries of such actions. Employee, on the one hand, and any Visioneer, Purchaser and Purchaser Parent, on the other hand, on behalf of themselves, and each of their current and former respective heirs, executors, officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:,
(a) any and all such claims relating to or arising from Employee's employment relationship with Visioneer and termination of that relationship as of the Termination Date, and any anticipated future employment relationship between Employee and either of Purchaser or Purchaser Parent;
(b) any and all claims relating to, or arising from, Employee's right to purchase, or actual purchase of shares of stock of Visioneer (other than as specifically set forth in Section 3 herein above);
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; and defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [, the Age Discrimination in Employment Act of 1967; , and the Older Workers Benefit Protection California Fair Employment and Housing Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;
(ce) any and all such claims for violation of the federal or any state constitution;
(d) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(ef) any and all such claims for attorneys’ attorney's fees and costs. Employee agrees The Parties agree that the release set forth in this section shall be and remain in effect in all respects as a complete and general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims extend to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment obligations incurred under this Agreement.
Appears in 1 contract
Samples: Settlement Agreement (Visioneer Inc)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries and affiliatesArTara Therapeutics, Inc., ArTara Subsidiary, Inc., and any of their current and former respective officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his Employee’s own behalf and on behalf of Employee’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002Uniformed Services Employment and Reemployment Rights Act; Title 20 of the Maryland Code, New York State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Human Rights Law, the Maryland WageNew York Executive Law, the New York Civil Practice Law and Rules, the New York Judiciary Law, the New York Corrections Law, the New York Labor Law, the New York Civil Rights Law, the New York Administrative Code, the New York City Administrative Code, the New York City Human Rights Law; the New York Hours of Labor Law; the New York Wage Payment Law; the New York Minimum Wage Act; the New York Whistleblower Law; and Collection the New York Off-Duty Conduct Lawful Activities Discrimination Law;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or including any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company Protected Activity (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releaseeas defined below), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not extend to any right Employee may have to unemployment compensation benefits or workers’ compensation benefits. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section. This release claims for breach of Section 8(a)does not extend to any indemnification rights Employee has under any applicable insurance policy, Section 8(b) contract, state law or Section 8(c) of the Employment Agreementby-law.
Appears in 1 contract
Release of Claims. Employee agrees thatExecutive, other than with respect to the Retained Claimsfor and on behalf of himself and his assigns, the foregoing consideration represents settlement in heirs, beneficiaries, executors, administrators, and legal and personal representatives, hereby acknowledges full of all outstanding obligations owed to Employee by the Companyand complete satisfaction, any of the Company’s direct or indirect subsidiaries waives, and releases and forever discharges Company and Bank and their respective parent companies, affiliates, and any of their current subsidiaries, and former the past and present officers, directors, equity holdersmembers, managers, partners, employees, agents, investors, attorneys, shareholderstrustees, administrators, and other officials of Company and Bank and their respective parent companies, affiliates, benefit plansand subsidiaries, plan and the heirs, beneficiaries, executors, administrators, insurerslegal and personal representatives, trustees, divisionssuccessors, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectivelyof all of the foregoing persons or anyone claiming by, the “Releasees”). Employeethrough, on his own behalf and under, or on behalf of Employee’s heirsany of them (herein collectively the “Released Parties”), family membersfor and from, executorsany and all claims, agentsdemands, actions and causes of action, in law or in equity, suits, liabilities, losses, costs, and assignsexpenses, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive has or may possess against have arising out of, or in any way connected with, the events, occurrences, affairs, and transactions between or among Executive and the Released Parties at any time prior to and as of the Releasees arising from date Executive executes this Agreement, known or unknown, and whether or not asserted before the date Executive executes this Agreement, including without limitation all claims for discrimination, retaliation, wrongful termination, constructive discharge, interference with rights, wrongful demotion, breach of express or implied contract (including without limitation claims for breach of any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship agreement with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipBank), including, without limitation:
(a) any and all such claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of implied covenant of good faith and fair dealing, both express and implied; promissory estoppel; estoppel or reliance, harassment, fraud, misrepresentation, intentional or negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion , reimbursement of privacy; false imprisonment; conversion; and disability benefits;
(b) any and all such claims for expenses, reimbursement of medical expenditures, violation of civil rights, defamation, conspiracy, severance pay, denial of pension benefits, and/or any federalremedy, statepayment, benefit, or municipal statute, includingobligation of Company or Bank set forth in any employment agreement with Company or Bank. This general and universal release includes, but is not limited to, claims under the United States or any state constitution, 42 U.S.C. § 1983, Title VII of the Civil Rights Act of 1964; , 42 U.S.C. §§ 2000e, et seq., as amended, the Civil Rights Act of 1991; , Sections 1981 through 1988 of Title 42 of the Rehabilitation United States Code, as amended, the Employee Retirement Income Security Act of 1973; 1974 (ERISA), 29 U.S.C. §§ 1001, et seq., as amended, the Americans with Disabilities Act of 1990; , 29 U.S.C. §§ 12101 to 12213, as amended, the Equal Pay Act; the Fair Credit Reporting Act; [Rehabilitation Act of 1973, 29 U.S.C. §§ 791, et seq., as amended, the Age Discrimination in Employment Act, 29 U.S.C. §§ 621, et seq., as amended, the Fair Labor Standards Act, 29 U.S.C. §§ 1001, et seq., the Equal Pay Act of 1967; 1963, 29 U.S.C. §§ 206(d), the Older Workers Benefit Protection Occupational Safety and Health Act; , as amended, the Employee Retirement Income Security Family and Medical Leave Act of 1974; 1993, 29 U.S.C. §§ 2601 to 2654, the Worker Immigration Reform and Control Act, as amended, the Workers’ Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; , as amended, the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave False Claims Act, the Maryland Wage and Hour LawTennessee Human Rights Act, the Maryland WageTennessee Public Protection Act, Payment and Collection Law;
(c) any and all such claims for violation of the federal or any state constitution;
(d) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(e) any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body law, rule, regulation, or government agency that is authorized to enforce ordinance, public policy, express or administer laws related to employmentimplied contract, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company tort, or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claimscommon law. This release further includes all claims arising out of Executive’s employment by Company and/or Bank, and/or the termination thereof, including without limitation claims arising out of or under the Employment Agreement by and among Company, Bank, and Executive dated April 15, 2018 (the “Employment Agreement”). Executive understands and agrees that this release is intended to be interpreted and to apply as broadly as permitted under law, provided that, notwithstanding the foregoing, this paragraph expressly does not include a release of any claims for breach that cannot be released hereunder by law. Executive understands and agrees that the released claims include not only claims presently known but also include all unknown or unanticipated claims, demands, actions and causes of Section 8(a)action, Section 8(b) or Section 8(c) suits, liabilities, losses, costs, expenses, and rights of every kind and character that would otherwise come within the scope of the Employment released claims, as described herein. Executive understands that Executive may hereafter discover facts different from what he now believes to be true, which, if known, could have materially affected this Agreement, but Executive nevertheless waives any claims, demands, actions and causes of action, suits, liabilities, losses, costs, expenses, and rights based on different or additional facts subsequently discovered.
Appears in 1 contract
Samples: Executive Separation Agreement (Reliant Bancorp, Inc.)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”)) arising out of or in any way connected with Employee's employment relationship with, or the termination of Employee's employment with the Company. Employee, on his own behalf and on behalf of Employee’s his respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase (except Employee’s right to purchase or acquire Equity Awards as provided in this Agreement and the Advisor Agreement), or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act, except as prohibited by law; the Immigration Reform and Control Act, the National Labor Relations Act, the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Uniformed Services Employment and Reemployment Rights Act; the California Family Rights Act; the California Labor Code, State Government Title, except as prohibited by law; the Maryland Flexible Leave California Workers’ Compensation Act, except as prohibited by law; and the Maryland Wage California Fair Employment and Hour Law, the Maryland Wage, Payment and Collection LawHousing Act;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible Agreement, nor any rights to achieve Employeeindemnification set forth in the Company’s intention to waiveCertificate of Incorporation, to Bylaws, the maximum extent permitted by law, any and all claims against D&O Indemnification Agreement or the Releasees arising through the Effective DateDelaware General Corporation Law. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company Protected Activity (with the understanding that Employee’s as defined below). This release of claims herein bars does not apply to any indemnification rights owed to Employee from recovering such monetary relief from by the Company pursuant to any contract or any Releaseestatute (including, without limitation, California Labor Code Section 2802), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to or under any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreementcommon law.
Appears in 1 contract
Samples: Separation Agreement and Release (Palo Alto Networks Inc)
Release of Claims. Employee agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the CompanyCompany and its past and present administrators, any of the Company’s direct or indirect subsidiaries and affiliatesmanagers, and any of their current and former officers, directors, equity holdersemployees, investors, stockholders, agents, predecessors, successors in interest, and assigns, employee benefit plans and their fiduciaries, subsidiaries, predecessors and successors in interest, agents, representatives and assigns. Employee hereby fully and forever releases the Company and its past and present administrators, managers, officers, directors, employees, investors, stockholders, agents, investorspredecessors, attorneyssuccessors in interest, shareholders, administratorsand assigns, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, subsidiaries, employee benefit plans and subsidiaries their fiduciaries, subsidiaries, predecessors and predecessor and successor corporations and assigns successors in their capacity as such interest (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, prosecute or pursue, any claim, complaint, charge, duty, obligation, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:
(a) any and all such claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Employee’s right to purchase or actual purchase (if any) of shares of stock of the Company, including, without limitation, any claims for fraud; misrepresentation; breach of fiduciary duty; breach of duty under applicable state corporate law; and securities fraud under any state or federal law;
(c) any and all claims under the law of any jurisdiction including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment; retaliation; fraud in the inducement, breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; workers’ compensation; and disability benefits;
(bd) any and all such claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Age Discrimination in Employment Act of 19731967; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Labor Standards Act; the Employee Retirement Income Security Act of 1974; the The Worker Adjustment and Retraining Notification Act;] ; the Older Workers Benefit Protection Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002California Family Rights Act; Title 20 of the Maryland California Fair Employment and Housing Act; and the California Labor Code, State Government Titleincluding, the Maryland Flexible Leave Actbut not limited to, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection LawLabor Code Sections 1400-1408;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(eh) any and all such claims for attorneys’ fees and costs. The Company and Employee agrees agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims extend to any obligations incurred under this Supplemental Agreement, nor to any rights to defense and indemnity that cannot be released as a matter of law, including, but not limited to, Employee’s right Employee may have available to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief him from the Company or any Releasee), claims pursuant to continued participation in certain the terms of the Company’s group benefit plans insurance policies, the Company’s By-Laws, or pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company statute or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreement.common law
Appears in 1 contract
Samples: Transition Agreement and Release (Tibco Software Inc)
Release of Claims. Employee Executive agrees that, other than with respect to the Retained Claims, that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, insurers, trustees, divisions, and subsidiaries and subsidiaries, predecessor and successor corporations corporations, and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of date Executive signs this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipAgreement, including, without limitation:
(a) a. any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; , termination in violation of public policy; , discrimination; , harassment; , retaliation; , breach of contract, contract (both express and implied; ), breach of covenant of good faith and fair dealing, dealing (both express and implied; ), promissory estoppel; , negligent or intentional infliction of emotional distress; , fraud; , negligent or intentional misrepresentation; , negligent or intentional interference with contract or prospective economic advantage; , unfair business practices; , defamation; , libel; , slander; , negligence; , personal injury; , assault; , battery; , invasion of privacy; , false imprisonment; , conversion; , and disability benefits;
(b) d. any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; , the Rehabilitation Act of 1973; , the Americans with Disabilities Act of 1990; , the Equal Pay Act; , the Fair Labor Standards Act, the Fair Credit Reporting Act; [, the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Act; , the Employee Retirement Income Security Act of 1974; , the Worker Adjustment and Retraining Notification Act;] , the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Immigration Reform and Control Act, the Maryland Wage and Hour LawNational Labor Relations Act, the Maryland WageCalifornia Family Rights Act, Payment the California Labor Code, the California Workers’ Compensation Act, and Collection Lawthe California Fair Employment and Housing Act;
(c) e. any and all such claims for violation of the federal or any state constitution;
(d) f. any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
(e) h. any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that This release does not extend to any obligations incurred under this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective DateAgreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not waive any rights available to Executive under the Indemnification Agreement signed between the Parties on February 24, 2021 (the “Indemnification Agreement”). This release does not release claims for breach of Section 8(a)Executive may have in connection with his status as a stockholder. Any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with this Agreement, Section 8(b) or Section 8(c) of the Employment Agreementexcept as required by applicable law. This release does not extend to any right Executive may have to unemployment compensation benefits.
Appears in 1 contract
Release of Claims. Employee Executive agrees that, other than that the consideration to be paid in accordance with respect to in Section 4 of the Retained Claims, the foregoing consideration Employment Agreement represents settlement in full of all outstanding obligations owed to Employee Executive by the Company, any of the Company’s direct or indirect subsidiaries Company and affiliates, and any of their its current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholdersstockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries subsidiaries, and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). EmployeeExecutive, on his Executive’s own behalf and on behalf of EmployeeExecutive’s respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred from the beginning of time and up until and including the Effective Date date of Executive’s execution of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationshipRelease, including, without limitationlimitation the following:
(a) any and all such claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(bd) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] ; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the Maryland Wage and Hour California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Maryland WageXxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, Payment as amended, Cal. Gov’t Code §§ 12945.2, 19702.3; the California Labor Code; the California Business & Professions Code; the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; or the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the Georgia Equal Pay Act; the Georgia Prohibition of Age Discrimination in Employment Act; the Georgia Equal Employment for Persons with Disabilities Code; and Collection Lawthe Georgia Discriminatory Wage Practices Based on Sex Act;
(ce) any and all such claims for violation of the federal federal, or any state state, constitution;
(df) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this this Release; and
(eh) any and all such claims for attorneys’ fees and costs. Employee Executive agrees that the release set forth in this section shall Section 2 will be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release The Release does not release claims that cannot be released as a matter of law, including, but not limited to, EmployeeExecutive’s right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation and any right to receive an award for information provided thereunder. Executive represents that Executive has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section 2. Nothing in this Release waives (i) Executive’s rights to indemnification or any payments under any fiduciary insurance policy, if any, provided by any act or agreement of the Company, state or federal law or policy of insurance, or any other indemnification rights to which Executive may be entitled under the organizational documents, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify Executive or hold Executive harmless; (ii) any vested rights Executive (and/or his dependents) may have under the employee benefit plans, programs, policies or arrangements of the Company and its affiliates; (iii) Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, state or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company for discrimination (with the understanding that EmployeeExecutive’s release of claims herein bars Employee Executive from recovering such monetary relief from the Company or any ReleaseeReleasee for any alleged discriminatory treatment), ; (iv) claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (v) claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRAthe Consolidated Omnibus Budget Reconciliation Act of 1985, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release amended; (vi) claims for breach of Section 8(a), Section 8(b) or Section 8(c) any of the Company’s continuing obligations to Executive under the Employment Agreement; and (vii) any right that may not be waived by private agreement.
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