Release of Claims. In exchange for receipt of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceeding.
Appears in 4 contracts
Samples: Executive Employment Arrangement (Nikola Corp), Executive Employment Arrangement (Nikola Corp), Executive Employment Arrangement (Nikola Corp)
Release of Claims. In exchange for receipt consideration for, and as a condition of the severance benefits (and other consideration under this Agreement to which you are not otherwise entitled, you hereby generally and completely release the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases Company and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholdersemployees, shareholders, partners, representativesagents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, attorneysaffiliates, agents or employees, past or present, or any of them and assigns (individually and collectively, collectively “ReleaseesReleased Party”), ) from and with respect to any and all claims, agreements, liabilities and obligations, demands both known and causes of action, known or unknown, suspected or unsuspected, arising that arise out of or are in any way connected with related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs you sign this releaseAgreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including without limiting the generality of the foregoingwages, any claim for salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, profit sharingfringe benefits, bonus or similar benefitstock, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilitystock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, agreementsincluding (without limitation) claims for fraud, obligationsdefamation, demands emotional distress, and causes discharge in violation of actionpublic policy; and (E) all federal, known state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or unknown, suspected or unsuspected resulting from any act or omission by or on other claims arising under the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities ActAct of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other federalunfair competition law of any jurisdiction. If, state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding notwithstanding the above, howeveryou are awarded any money or other relief under such a claim, Executive is you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not releasing (1) apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived under applicable state or federal law, in a private agreement between employer and employee including (2) rights Executive may have to indemnification (including, without limitation, under ) the Executive’s indemnification agreement right to file a charge with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing participate in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or Department of Laborany state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. In additionYou waive, nothing in this release shall prevent Executive from challenging its validity in however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a legal or administrative proceedingclaim on your behalf.
Appears in 4 contracts
Samples: Employment Agreement (Yahoo Inc), Employment Agreement (Yahoo Inc), Employment Agreement (Yahoo Inc)
Release of Claims. In exchange for receipt By signing and returning this Agreement to the Company, I hereby generally and completely settle, release and discharge any and all claims of every type, known or unknown, which I have or may have against the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successorsshareholders, directors, officers, stockholders, partners, employees and representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, whether known or unknown, suspected or unsuspected, arising that arise out of or are in any way connected with related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part date I sign this Agreement. This is a general release of Releasees committed all claims and includes, without limitation, all claims related to my employment with the Company or omitted prior the termination of that employment, and all claims arising under any Federal, State, or local laws or regulations pertaining to employment, including discrimination on the date basis of this releasesex, pregnancy, race, color, marital status, religion, creed, national origin, age, disability, medical condition, or mental condition status or any status protected by any other anti-discrimination laws, including, without limiting the generality of the foregoinglimitation, any claim under Title VII of the Civil Rights Act of 1964, the Family Medical Leave Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act and the California Fair Employment and Housing Act, and the California Family Rights Act, whether such claim be based on an action filed by me or by a governmental agency. Waiver of Notice Requirements under State and Federal WARN Act. By signing and returning this Agreement to the Company and in further consideration of receipt of my Separation Package, I agree and understand that I am waiving my right to bring any other federal, state and all claims which I have or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have relating to indemnification (including, without limitation, the minimum advanced notice requirements as set forth under the Executive’s indemnification agreement with Federal or State WARN Act. I also understand and agree that I am waiving my right to receive pay in lieu of notice under the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingWARN Act.
Appears in 4 contracts
Samples: Separation and Release Agreement (Jack in the Box Inc /New/), Separation and Release Agreement (Jack in the Box Inc /New/), Separation and Release Agreement (Jack in the Box Inc /New/)
Release of Claims. In exchange for receipt of (a) You hereby release and forever discharge the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, Company and each of them, as well as each of its past and their assignees, successorspresent officers, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or presentagents, or any of them (individually advisors, consultants, successors and collectively, “Releasees”), assigns from and with respect to any and all claimsclaims and liabilities of any nature by you including, but not limited to, all actions, causes of actions, suits, debts, sums of money, attorneys’ fees, costs, accounts, covenants, controversies, agreements, obligationspromises, damages, claims, grievances, arbitrations, and demands and causes of actionwhatsoever, known or unknown, suspected at law or unsuspectedin equity, by contract (express or implied), tort, pursuant to statute, or otherwise, that you now have, ever have had or will ever have based on, by reason of, or arising out of, any event, occurrence, action, inaction, transition or thing of any kind or in any way connected with events, acts, conduct, or omissions nature occurring at any time prior to and including or on the effective date Executive signs of this release, including without Release. Without limiting the generality of the foregoingabove, you specifically release and discharge any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and all claims and causes of actionaction arising, known directly or unknownindirectly, suspected or unsuspected resulting from any act or omission by or on your employment at the part Company, arising under the Employee Retirement Income Security Act of Releasees committed or omitted prior 1974 (except as to the date of this release, including, without limiting the generality claims pertaining to vested benefits under employee benefit plan(s) of the foregoingCompany), any claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Equal Pay Act, the Rehabilitation Act, the Americans with With Disabilities Act, or any other federallaw, state or local lawstatute, ordinance, rule, regulation, constitutiondecision or order pertaining to employment or pertaining to discrimination on the basis of age, ordinance alienage, race, color, creed, gender, national origin, religion, physical or common law (collectivelymental disability, marital status, citizenship, sexual orientation or non-work activities. Payment of any amounts and the “Claims”). Notwithstanding the above, however, Executive is provision of any benefits provided for in this Release do not releasing (1) signify any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with admission of wrongdoing by the Company, its Subsidiaries or any of their affiliates.
(b) You acknowledge that you have been informed by your attorneys of the Company’s byprovisions of Section 1542 of the California Civil Code, 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 settlement with the debtor.” In that regard, you hereby waive and relinquish all rights and benefits that you have or may have under Section 1542 of the California Civil Code or any similar provision of the statutory or non-lawsstatutory law of any other jurisdiction to the full extent that you may lawfully waive all such rights and benefits. In connection with such waiver and relinquishment, you acknowledge that you are aware that you may, on your own behalf or by and through your attorneys, hereafter discover claims or facts in addition to or different from those that you now know or believe to exist with respect to one or more of the parties released hereunder, but that it is your intention to finally settle and release all matters that now exist, may exist or heretofore have existed between you and all parties released hereunder. In furtherance of this intention, the Company’s D&O insurance releases herein given shall be and otherwise)remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional or different claims or facts by you, (3) vested rights your attorneys or benefits under Executive’s 401k or any other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingperson.
Appears in 4 contracts
Samples: Executive Employment Agreement (Global Eagle Entertainment Inc.), Executive Employment Agreement (Global Eagle Entertainment Inc.), Executive Employment Agreement (Global Eagle Entertainment Inc.)
Release of Claims. In exchange for receipt the payment/benefits to Employee of the severance benefits (the “Severance Benefits”) described consideration detailed in <insert name>this Agreement, Employee, for and on behalf of Employee and Employee’s (“Executive”) Employment Agreement dated [ ]heirs, 2020 (the “Employment Agreement”)administrators, Executive executors, and assigns, does hereby releases fully, forever, irrevocably and discharges unconditionally release and covenants not to sxx Nxxxxx Corporation (the “Company”)discharge NSM, including its subsidiariespast and present officers, directors, partners, members, parents, or affiliated corporationssubsidiaries, past and presentdivisions, and each of themaffiliates, as well as each of its and their assigneesagents, employees, shareholders, representatives, attorneys, successors, directorsassigns, officersand all persons acting by, stockholdersthrough, partners, representatives, insurers, attorneys, agents or employees, past or presentunder, or any of in concert with them (individually and collectively, “hereinafter collectively referred to as "Releasees”"), for anything that has occurred up to the date of execution of this Agreement, including but not limited to, any and all claims resulting from Employee’s employment with NSM and any and all claims relating to the administration or terms Waiver and Release Agreement of any employment or benefit plan or contract. This includes all claims, demands, rights, liabilities, and causes of action of every nature and description whatsoever, whether known or unknown, whether in tort, contract, statute, rule, ordinance, order, regulation, or otherwise, including, without limitation, any claims arising under or based upon Title VII of the Civil Rights Act, as amended; the Civil Rights Act of 1991, as amended; Section 1981 of U.S.C. Title 42; the Age Discrimination in Employment Act; the Americans with Disabilities Act, as amended; the Family and Medical Leave Act, as amended; the Fair Credit Reporting Act; the Fair Labor Standards Act, as amended; the Equal Pay Act, as amended; the Employee Retirement Income Security Act, as amended (with respect to unvested benefits); the Consolidated Omnibus Budget Reconciliation Act; the Sarbanes Oxley Act of 2002, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the Uniform Service Employment and Reemployment Rights Act, as amended; the Texas Labor Code (specifically including the Texas Payday Act, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code and the Texas Whistleblower Act) and amendments to those laws; all State and Local statutes that may be legally waived that employees could bring employment claims under, including any State or Local anti-discrimination statute, wage and hour statute, leave statute, equal pay statute and whistleblower statute; any federal or state constitutions; any and all claimsclaims pursuant to federal, agreementsstate or local statute or ordinance; any and all claims pursuant to contract, obligationsquasi contract, demands common law or tort; and causes of action, claims that are known or unknown, suspected or unsuspected, arising out of concealed or in any way connected with events, acts, conducthidden, or omissions occurring at any time prior to and including the date Executive signs this releasewhether developed or undeveloped, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to up through the date of Employee’s execution of this release, including, without limiting the generality of the foregoing, Agreement. Employee does not release any claim which cannot be released by private agreement, such as unemployment compensation claims, workers’ compensation claims, claims of entitlement to vested benefits under Title VII any 401(k) plan or other ERISA-covered benefit plan provided by NSM, and claims after the Effective Date of this Agreement. Nothing in this Agreement shall be construed to prohibit Employee from filing a charge with or participating in any investigation or proceeding conducted by the Civil Rights Act of 1964Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Health and Safety Administration, Securities and Exchange Commission, the Americans Department of Justice or a comparable state or local enforcement agency. Notwithstanding the preceding sentence, Employee agrees to waive any right to recover monetary damages in connection with Disabilities Actany charges filed by Employee or by anyone else on Employee’s behalf. To the fullest extent permitted by law, Employee further waives Employee’s right to participate in any collective or any other federal, class action under the Fair Labor Standards Act or similar or state or local law, regulationand Employee agrees to opt-out of any such collective or class action against NSM, constitution, ordinance to which Employee may be or common law (collectively, become a party or class member. The preceding waivers do not include and employee has not waived Employee’s right to file an application for or to accept a whistleblower award from the “Claims”). Notwithstanding SEC pursuant to Section 21F of the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingExchange Act.
Appears in 4 contracts
Samples: Severance Agreement (Nationstar Mortgage Holdings Inc.), Severance Agreement (Nationstar Mortgage Holdings Inc.), Severance Agreement (Nationstar Mortgage Holdings Inc.)
Release of Claims. In Except as otherwise set forth in this Agreement, in exchange for receipt of the severance benefits (consideration under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]Company and its parents, 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parentssuccessors, or affiliated corporations, past predecessors and presentaffiliates, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholdersemployees, partnersshareholders, representativesagents, attorneys, insurers, attorneys, agents or employees, past or present, or any of them (individually affiliates and collectively, “Releasees”)assigns, from and with respect to any and all claims, agreements, liabilities and obligations, demands both known and causes of action, known or unknown, suspected or unsuspected, arising that arise out of or are in any way connected with related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs you sign this releaseAgreement. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (b) all claims related to your compensation or benefits, including without limiting the generality of the foregoingsalary, any claim for bonuses, commissions, vacation pay, expense reimbursements, severance pay, profit sharingfringe benefits, bonus or similar benefitstock, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilitystock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing (including but not limited to claims arising under or based on the Employment Agreement); (d) all tort claims, agreementsincluding claims for fraud, obligationsdefamation, demands emotional distress, and causes discharge in violation of actionpublic policy; and (e) all federal, known state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or unknown, suspected or unsuspected resulting from any act or omission by or on other claims arising under the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law Act of 1990 (collectivelyas amended), the federal Age Discrimination in Employment Act (as amended) (“ClaimsADEA”), and the California Fair Employment and Housing Act (as amended). Notwithstanding the above, however, Executive is you do not releasing (1) release the Company from any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have obligation to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Companyindemnify you pursuant to contract, the Company’s articles or by-laws, the Company’s D&O insurance and otherwise)or applicable law. You represent that you have no lawsuits, (3) vested rights claims or benefits under Executive’s 401k or other plansactions pending in your name, or (4) Executive’s workers’ compensation rights andon behalf of any other person or entity, provided further, that nothing against the Company or any other person or entity subject to the release granted in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingparagraph.
Appears in 3 contracts
Samples: Separation Agreement (Vaxgen Inc), Transition and Separation Agreement (Vaxgen Inc), Separation Agreement (Vaxgen Inc)
Release of Claims. In exchange for receipt of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and forever discharges the Company, its predecessors, successors and covenants not to sxx Nxxxxx Corporation assigns, and its past, present, and future insurers, representatives, officers, trustees, shareholders, directors, agents, attorneys, and employees, and their respective successors, assigns, executors, and administrators (collectively, the “CompanyReleases”), its subsidiaries, parents, or affiliated corporations, past of and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreementscharges, obligationscomplaints, demands and actions, causes of action, known or unknownliability, suspected or unsuspecteddamages, arising out costs, attorney fees, expenses of or whatever nature, and demands of any kind (including without limitation those based in any way connected with eventstort, acts, conductcontract, or omissions occurring at any time prior to and including the date Executive signs this releasestatue, including without limiting the generality of the foregoinglimitation, any claim for severance payapplicable state civil rights laws, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Post-Civil War Rights Act, the Age Discrimination in Employment Act, 29, USC 621 et seq, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act of 1963, and any regulations under such laws) up to and including the date set forth below, whether known or unknown, foreseen or unforeseen, asserted or unasserted. Without limitation on the foregoing, Executive hereby accepts the payments set forth herein in full settlement and satisfaction of all claims, charges, complaints, actions, causes of action, and demands against the Company or any of the Releases of every nature and kind whatsoever, known or unknown, suspected or unsuspected, past, present, or future on account of or in any way related to or arising from the employment relationship existing between them or the termination of that relationship. Executive agrees that he/she is lawfully entitled to no payments, wages, compensation, or benefits from the Company except as set forth in this Agreement, and except for any amounts to which he/she is entitled under the terms of the Company 401(k) plan and under the stock option agreements entered into between the Company and Executive. Executive expressly waives all rights under Section 1542 of the Civil Code of the State of California, which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” Notwithstanding the provisions of Section 1542, and for the purposes of implementing a full and complete release and discharge of the Releasees, Executive expressly acknowledges that this Agreement is intended to include and does include in its effect all claims which Executive does not know or suspect to exist in Executive’s favor at the time Employee signed this Agreement. Executive intends this Agreement to extinguish such claims. Executive represents that he/she has no claims against or relating to the Company pending or filed with any local, state, or federal agency as of the date this Agreement is signed; and that if any such claims are pending or filed, they will be immediately withdrawn or dismissed. Except where prohibited by law, Executive agrees that he/she will not assert any court action, lawsuit, or any amendment to his/her claims against the Company or any other federalReleasees arising out of or in connection with any of the foregoing released claims, state including without limitation any action, lawsuit, or local claim arising out of or in connection with the employment relationship existing between the Company and Executive or the termination of that relationship other than one based upon an alleged violation of this Agreement. Where permitted by operation of law, regulationExecutive agrees that his/her sole monetary relief for any claim permitted to be made following execution of this Agreement shall be the monetary relief already provided. The Company hereby releases and forever discharges Executive and his/her heirs, constitutionsuccessors, ordinance beneficiaries, agents and attorneys, and their respective successors, assigns, executors, and administrators, of and from any and all charges, complaints, actions, causes of action, liability, damages, costs, attorney fees, expenses of whatever nature and demands of any kind (including without limitation those based in tort, contract, or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1statue) arising from or based on claims of which any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, current member of the Company’s by-laws, Board of Directors has actual knowledge as of the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in date of this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingAgreement.
Appears in 3 contracts
Samples: Employment Agreement (Gardenburger Inc), Employment Agreement (Gardenburger Inc), Employment Agreement (Gardenburger Inc)
Release of Claims. In exchange for receipt of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]The Employee and his heirs, 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentassigns, and agents release, waive, and discharge the Company and Released Parties (as defined below) from each and every claim, action or right of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of actionsort, known or unknown, suspected arising on or unsuspectedbefore the Effective Date.
a) The foregoing release includes, but is not limited to, any claim of discrimination on the basis of race, sex, pregnancy, religion, marital status, sexual orientation, national origin, handicap or disability, age, veteran status, special disabled veteran status, or citizenship status or any other category protected by law; any other claim based on a statutory prohibition or requirement; any claim arising out of or in related to an express or implied employment contract, any way connected with events, acts, conductother contract affecting terms and conditions of employment, or omissions occurring at a covenant of good faith and fair dealing; any time prior tort claims, any personal gain with respect to any claim arising under the qui tam provisions of the False Claims Act, 31 U.S.C. 3730 and including any claims to attorney fees or expenses.
b) The Employee represents that he understands the date Executive signs this foregoing release, including without limiting that rights and claims under the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Age Discrimination in Employment Act of 19641967, as amended, are among the Americans with Disabilities Actrights and claims against the Company he is releasing, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive and that he understands that he is not releasing (1any rights or claims arising after the Effective Date.
c) The Employee further agrees never to sue the Company or cause the Company to be sued regarding any claims that cannot matter within the scope of the above release. If the Employee violates this release by suing the Company or causing the Company to be waived under applicable state or federal lawsued, (2) rights Executive may have the Employee agrees to indemnification (including, without limitation, under pay all costs and expenses of defending against the Executive’s indemnification agreement with suit incurred by the Company, including reasonable attorneys’ fees except to the extent that paying such costs and expenses is prohibited by law or would result in the invalidation of the foregoing release.
d) Released Parties are the Company’s by-laws, all current and former parents, subsidiaries, related companies, partnerships or joint ventures, and, with respect to each of them, their predecessors and successors; and, with respect to each such entity, all of its past, present, and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the Company’s D&O insurance trustees, administrators, fiduciaries and otherwiseinsurers of such programs), (3) vested rights and any other person acting by, through, under or benefits under Executive’s 401k in concert with any of the persons or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing entities listed in this Agreement shall prevent Executive from filingparagraph, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingand their successors.
Appears in 2 contracts
Samples: Separation Agreement (Genworth Financial Inc), Separation Agreement (Genworth Financial Inc)
Release of Claims. In exchange By signing this Release, you, for receipt of the severance benefits yourself and for your heirs, executors, administrators, trustees, legal representatives and assigns (the hereinafter referred to collectively as “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment AgreementReleasors”), Executive hereby releases forever release and discharges and covenants not to sxx Nxxxxx Corporation (discharge the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), Company Entities from and with respect to any and all claims, agreementsdemands, obligations, demands and causes of action, fees and liabilities of any kind whatsoever, whether known or unknown, suspected which you ever had, now have, or unsuspectedmay have against any of the Company Entities by reason of any act, arising out of or in any way connected with eventsomission, actstransaction, practice, plan, policy, procedure, conduct, occurrence, or omissions occurring at any time prior other matter, up to and including the date Executive signs this releasehereof, including without limiting the generality but not limited to claims for, under or based on:
(a) any claims for wrongful termination, retaliation, detrimental reliance, defamation, invasion of the foregoingprivacy, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilityintentional infliction of emotional distress, or any other common law claims;
(b) any claims for the breach of any written, agreementsimplied or oral contract between Employee and Company, obligationsincluding but not limited to any contract of employment or investment;
(c) any claims of discrimination, demands harassment or retaliation based on such things as age, national origin, ancestry, race, religion, sex, sexual orientation, marital status, or physical or mental disability or medical condition;
(d) any claims for payments of any nature, including but not limited to wages, overtime pay, vacation pay, severance pay, commissions, bonuses and causes benefits or the monetary equivalent of actionbenefits, known but not including any claims for unemployment or unknownworkers’ compensation benefits (it being understood that the Company shall not contest your application for unemployment insurance or workers’ compensation benefits), suspected or unsuspected resulting from for the consideration being provided to you pursuant to paragraph 2 of this Release;
(e) all claims that you have or that may arise under the common law and all federal, state and local statutes, ordinances, rules, regulations and orders, including but not limited to any act claim or omission by or cause of action based on the part Fair Labor Standards Act, the Equal Pay Act, the Sarbanes Oxley Act of Releasees committed or omitted prior to the date of this release2002, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, the Americans with Disabilities Act, or the Civil Rights Acts of 1866, 1871 and 1991, the Rehabilitation Act of 1973, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, the Uniformed Services Employment and Reemployment Rights Act, Executive Order 11246, the New York Labor Law, the New York Occupational Safety and Health Laws, the New York Equal Pay Law, the New York State Human Rights Law, the New York Civil Rights Act, the New York Worker Adjustment and Retraining Notification Act, the New York Worker’s Compensation Retaliation Law, the New York City Administrative Code, including the New York City Human Rights Act, any and all New York “Whistleblower” statutes and laws, and any other federalstate laws governing employee rights, state as each of them has been or local law, regulation, constitution, ordinance or common law may be amended; and
(collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1f) any claims that for attorneys’ fees, costs, disbursements or the like.
(g) Notwithstanding the foregoing, the release set forth in this paragraph 3 shall not extend to: (i) those rights which as a matter of law cannot be waived waived; (ii) claims, causes of action or demands of any kind that may arise after the date hereof and that are based on acts or omissions occurring after such date; (iii) claims for indemnification or contribution under any operative documents of the Company Entities, or claims for coverage under any directors and officers insurance policy applicable state to you; (iv) claims under COBRA; (v) claims with respect to accrued, vested benefits or federal law, (2) rights Executive may have to indemnification (including, without limitation, payments under the Executive’s indemnification agreement with any employee benefit or equity plan of the Company, ; and (vi) claims to enforce the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in terms of this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingRelease.
Appears in 2 contracts
Samples: Separation Agreement (Xo Group Inc.), Consulting and Personal Service Agreement (Xo Group Inc.)
Release of Claims. In exchange for receipt By signing this Agreement and Release, Executive, on behalf of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]himself and his current, 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentformer, and each of themfuture heirs, as well as each of its and their assigneesexecutors, successors, directors, officers, stockholders, partners, representatives, insurersadministrators, attorneys, agents and assigns, releases and waives all legal claims in law or in equity of any kind whatsoever that Executive has or may have against Company, its parents, subsidiaries and affiliates, and their respective officers, directors, employees, past shareholders, members, agents, attorneys, trustees, fiduciaries, representatives, benefit plans and plan administrators, successors and/or assigns, and all persons or presententities acting by, through, under, or in concert with any or all of them (individually and collectively, the “ReleaseesReleased Parties”). This release and waiver covers all rights, from and with respect to any and all claims, agreementsactions and suits of all kinds and descriptions that Executive now has or has ever had, obligations, demands and causes of action, whether known or unknown or based on facts now known or unknown, suspected fixed or unsuspectedcontingent, arising out against the Released Parties, occurring from the beginning of or in any way connected with events, acts, conduct, or omissions occurring at any time prior up to and including the date that Executive signs executes this releaseAgreement and Release, including including, without limiting the generality limitation:
a. any claims for wrongful termination, defamation, invasion of the foregoingprivacy, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilityintentional infliction of emotional distress, or any other common law claims;
b. any claims for the breach of any written, agreementsimplied or oral contract between Executive and MDC;
c. any claims of discrimination, obligationsharassment or retaliation based on such things as age, demands national origin, ancestry, race, religion, sex, sexual orientation, or physical or mental disability or medical condition;
d. any claims for payments of any nature, including but not limited to wages, overtime pay, vacation pay, severance pay, commissions, bonuses and causes benefits or the monetary equivalent of actionbenefits, known but not including any claims for unemployment or unknownworkers’ compensation benefits, suspected or unsuspected resulting from for the consideration being expressly provided to Executive pursuant to this Agreement and Release; and
e. all claims that Executive has or that may arise under the common law and all federal, state and local statutes, ordinances, rules, regulations and orders, including but not limited to any act claim or omission by or cause of action based on the part of Releasees committed or omitted prior to the date of this releaseFair Labor Standards Act, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Civil Rights Acts of 1866, 1871 and 1991, the Rehabilitation Act of 1973, the National Labor Relations Act, the Executive Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, Executive Order 11246, and any state laws governing employee rights, as each of them has been or may be amended. This Agreement and Release shall be binding upon and inure to the benefit of Executive and the Released Parties and any other federal, state individual or local law, regulation, constitution, ordinance entity who may claim any interest in the matter through Executive. Executive also acknowledges that he has not assigned any of his rights to make the aforementioned claims or common law (collectively, the “Claims”)demands. Notwithstanding the above, howeverBy way of further clarification, Executive is not releasing (1) any claims that canshall not be waived entitled to receive any of the Severance Payments under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent and Release unless Executive from filing, cooperating with, executes and delivers to the Company the Release of Claims in the form of Exhibit A hereto upon or participating in any proceeding before following the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingTermination Date.
Appears in 2 contracts
Samples: Separation Agreement (MDC Partners Inc), Separation Agreement (MDC Partners Inc)
Release of Claims. a. In exchange for receipt consideration of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]you will receive under this Agreement, 2020 (the “Employment Agreement”), Executive hereby releases you waive and discharges release and covenants not promise never to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to assert any and all claims, agreements, obligations, demands and causes claims of actionevery kind, known or unknown, suspected or unsuspected, arising out of that you have, might have or in any way connected with eventsmight ever have had against Xxxxxx, actsand its predecessors, conductsubsidiaries, affiliates, partners, related entities, directors, officers, shareholders, employees, agents, attorneys, insurers, successors, or omissions occurring at any time prior to and including the date Executive signs this releaseassigns, including without limiting but not limited to any claim arising from or related to your employment with Xxxxxx and/or the generality termination of your employment with Xxxxxx as of the foregoingtime that you sign this Agreement.
b. These claims include, any claim for severance paybut are not limited to, profit sharingclaims arising under federal, bonus state and local statutory or similar benefitcommon law, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under such as (as amended) Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, or any the California Fair Employment and Housing Act, the California Labor Code, other federal, state and local, anti-discrimination statutes, and the law of contract and tort, including any claim arising from or local lawrelated to the 2005 Agreement.
c. You also waive and release and promise never to assert any such claims, regulationeven if you do not now know or believe that you have such claims. You therefore waive your rights under section 1542 of the Civil Code of California which states: “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, constitution, ordinance which if known to him or common law (collectively, her must have materially affected his or her settlement with the “Claimsdebtor.”). Notwithstanding the above, however, Executive is
d. Your release of claims does not releasing extend to:
(1) any claims claim for workers’ compensation or unemployment insurance benefits;
(2) any claim to any vested benefit under any Xxxxxx benefit plan;
(3) any claim arising from this Agreement;
(4) any claim that by law cannot be waived by private agreement or without judicial or governmental supervision; or
(5) any claim for indemnification pursuant to the Indemnification Agreement.
e. In consideration of the benefits it will receive under applicable state or federal lawthis Agreement, (2) rights Executive may have to indemnification (includingXxxxxx, without limitationon behalf of its predecessors, under the Executive’s indemnification agreement with the Companysubsidiaries, the Company’s by-lawsaffiliates, the Company’s D&O insurance and otherwise)partners, (3) vested rights or benefits under Executive’s 401k or other plansrelated entities, directors, officers, shareholders, employees, agents, attorneys, insurers, successors, or (4) Executive’s workers’ compensation rights andassigns, provided furtherwaives and releases and promises never to assert any and all claims of every kind, known or unknown, suspected or unsuspected, that nothing in it has, might have or might ever have had against you as of the time that you sign this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingAgreement.
Appears in 2 contracts
Samples: Transition Agreement (Willis Lease Finance Corp), Transition Agreement (Willis Lease Finance Corp)
Release of Claims. In exchange for receipt of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx xxx Xxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceeding.
Appears in 2 contracts
Samples: Executive Employment Arrangement (Nikola Corp), Executive Employment Arrangement (Nikola Corp)
Release of Claims. In exchange Employee stipulates, agrees, and understands that for receipt and in consideration of the severance benefits (mutual covenants set forth in this Agreement, specifically including the “Severance Benefits”) described payments and considerations set forth in <insert name>Section 2 above, the same being good and valuable consideration, Employee hereby acting of Employee’s (“Executive”) Employment Agreement dated [ ]own free will, 2020 (voluntarily and on behalf of him or herself, Employee’s heirs, administrators, executors, successors and assigns, RELEASES, ACQUITS and forever DISCHARGES the “Employment Agreement”)Partnership and its respective past and present parents, Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parentsaffiliates, or affiliated corporationsspecifically including USA Compression GP, past LLC and presentEnergy Transfer LP, and each of them, as well as each of its and their assignees, successorspartners, directors, officers, stockholdersowners, partnersshareholders, representativessuccessors, insurers, attorneys, agents or employees, past or presentpredecessors, or any joint employers, successor employers and agents, and each of them (individually and collectively, collectively “ReleaseesReleased Parties”), of and from and with respect to any and all claims, agreementsdebts, obligations, demands and claims, counterclaims, demands, judgments, and/or causes of actionaction of any kind whatsoever, including under the Retention Agreement (whether known or unknown, suspected or unsuspectedin tort, arising out of contract, at law or in any way connected with eventsequity, acts, conductby statute or regulation, or omissions on any basis), based on facts occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefitbefore, or disabilityat the time of, Employee’s signing of this Agreement, for any damages or other remedies of any kind, including, without limitation, direct or indirect, consequential, compensatory, actual, punitive, or any other damages, attorneys’ fees, expenses, reimbursements, costs of any kind or reinstatement of any of the foregoing. This release includes, but is not limited to, any and all rights or claims, agreementsdemands, obligations, demands and and/or causes of actionaction arising out of Employee’s employment with the Partnership, known or unknownrelating to purported employment discrimination, suspected retaliation or unsuspected resulting from any act or omission by or on the part violations of Releasees committed or omitted prior to the date of this releasecivil rights, if any, including, without limiting the generality of the foregoingbut not limited to, any claim claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, The Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Older Workers Benefit Protection Act of 1990, the Americans with With Disabilities Act of 1990, Executive Order 11246, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, the Family and Medical Leave Act, the Xxxxxxxx-Xxxxx Act of 2002, or any other applicable federal, state state, or local statute or ordinance or any other claim, whether statutory or based on common law, regulationarising by reason of Employee’s employment with the Partnership or circumstances related thereto, constitutionor by reason of any other matter, ordinance cause, or common law (collectivelything whatsoever, from the “Claims”)first date of employment with the Partnership to the date and time of execution of this Agreement. Notwithstanding the above, however, Executive is not releasing (1) Excluded from this Agreement are any claims that cannot be waived under applicable state or federal by law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Companyincluding but not limited to, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights right to file a charge with or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing participate in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before an investigation conducted by the Equal Employment Opportunity Commission or Department any applicable federal, state, or local government agency and to recover any appropriate relief in any such proceeding. Employee is waiving, however, the right to any monetary recovery or relief should the Equal Employment Opportunity Commission or any other agency or commission pursue any claims on Employee’s behalf. Employee has a period of Labortwenty-one (21) days in which to consider this Agreement. In additionEmployee may choose to sign this Agreement prior to the expiration of the twenty-one (21) day period, nothing but is not required to do so. Once Employee signs the Agreement, Employee shall have a period of seven (7) days from the date Employee signs the Agreement to revoke the Agreement. The Agreement shall not become effective or enforceable until the eighth day after Employee signs the Agreement (the “Effective Date”). To revoke this Agreement, Employee must provide written notice of revocation to Xxxx Xxxxxx, 000 Xxxxxxxx Xxx., Xxxxx 000, Xxxxxx, Xxxxx 00000 before 11:59 p.m., Austin, Texas time on the last day of the seven (7) day revocation period. No payments under this Agreement shall be due until the expiration of the seven (7) day revocation period. The Employee is expressly advised and encouraged to exercise the Employee’s right to consult with an attorney of the Employee’s choice in considering whether to sign this release shall prevent Executive Agreement. The Employee affirms that the Employee (i) has consulted or had an opportunity to consult with an attorney or a representative of Employee’s choosing; and (ii) is not relying on any advice from challenging the Partnership or its validity agents or attorneys in a legal or administrative proceedingEmployee’s decision to execute this Agreement. Employee further acknowledges that he/she has carefully read this Agreement, that the Employee understands the contents and meaning of this Agreement and that Employee’s execution of this Agreement is knowing and voluntary.
Appears in 2 contracts
Samples: Termination Agreement (USA Compression Partners, LP), Retention Phantom Unit Agreement (USA Compression Partners, LP)
Release of Claims. In exchange for receipt a. You – on behalf of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]yourself and your heirs, 2020 (the “Employment Agreement”)executors, Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”)administrators, its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assigneeslegal representatives, successors, directorsbeneficiaries, officersand assigns – unconditionally release and forever discharge the Released Parties from, stockholdersand waive, partnersany and all Claims that you have or may have against any of the Released Parties arising from your employment with the Company, representativesthe termination thereof, insurersand any other acts or omissions occurring on or before the date you sign this Release; provided, attorneyshowever, agents that this Agreement shall not operate to release any Claims that you may have to payments or employees, past benefits under the terms of the CIC Agreement with respect to Accrued Obligations or present, any rights you may have to indemnification under any indemnification agreement between you and the Company or any of them its affiliates, or the bylaws or any directors and officers liability insurance policy of the Company or any of its affiliates (individually and collectively, the “ReleaseesUnreleased Claims”).
b. The release set forth in Paragraph 3(a) includes, from and with respect to but is not limited to, any and all claimsClaims under (i) the common law (tort, agreementscontract or other) of any jurisdiction; (ii) the Rehabilitation Act of 1973, obligationsthe Age Discrimination in Employment Act, demands and causes of actionthe Americans with Disabilities Act, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, and any other federal, state and local statutes, ordinances, executive orders and regulations prohibiting discrimination or retaliation upon the Americans with Disabilities Actbasis of age, race, sex, national original, religion, disability, or other unlawful factor; (iii) the National Labor Relations Act; (iv) the Employee Retirement Income Security Act; (v) the Family and Medical Leave Act; (vi) the Fair Labor Standards Act; (vii) the Equal Pay Act; (viii) the Worker Adjustment and Retraining Notification Act; and (ix) any other federal, state or local law.
c. In furtherance of this Release, regulation, constitution, ordinance you promise not to bring any Claims (other than Unreleased Claims) against any of the Released Parties in or common law (collectively, before any court or arbitral authority. You also agree effective as of the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) date of this release to resign any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement and all directorhips with the Company, the Company’s by-laws, the Company’s D&O insurance Company and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingsubsidiaries and affiliates.
Appears in 2 contracts
Samples: Change of Control Agreement (Independence Contract Drilling, Inc.), Change of Control Agreement (Independence Contract Drilling, Inc.)
Release of Claims. In exchange for receipt of I voluntarily release and forever discharge the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”)Employer, its subsidiariesaffiliated and related entities, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assigneesrespective predecessors, successorssuccessors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, officers, stockholders, partnersmembers, representatives, insurersemployees, attorneys, accountants and agents or employees, past or present, or any of them each of the foregoing in their official and personal capacities (individually and collectively, collectively referred to as the “Releasees”), ) generally from and with respect to any and all claims, agreementsdemands, obligationsdebts, demands damages and causes liabilities of actionevery name and nature, known or unknownunknown (“Claims”) that, suspected or unsuspected, arising out as of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs when I sign this releaseRelease, including without limiting the generality I have, ever had, now claim to have or ever claimed to have had against any or all of the foregoingReleasees. This release includes, without limitation, all Claims: ● relating to my employment by the Employer and/or any claim for severance payaffiliate of the Employer and the termination of my employment; ● of wrongful discharge; ● of breach of contract; ● of retaliation or discrimination under federal, profit sharing, bonus state or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, local law (including, without limiting limitation, ● Claims of age discrimination or retaliation under the generality Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the foregoingAmericans with Disabilities Act, any claim Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964, Claims of any form of discrimination or retaliation that is prohibited by the Americans with Disabilities California Fair Employment and Housing Act; ● under any other federal or state statute; ● of defamation or other torts; ● of violation of public policy; ● for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other federalcompensation or benefits (except for such wages, state bonuses, incentive compensation, stock, stock options, vacation pay or local lawother compensation or benefits otherwise due to me under the Agreement); and ● for damages or other remedies of any sort, regulationincluding, constitutionwithout limitation, ordinance compensatory damages, punitive damages, injunctive relief and attorney’s fees; I 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. This release does not extend to any obligations incurred under this Release, under any ongoing Company benefit plans or common law (collectivelyfor indemnification under any indemnification agreement, the “Claims”)Company’s Bylaws or applicable law. Notwithstanding the above, however, Executive is This release does not releasing (1) any release claims that cannot be waived under applicable state or federal released as a matter of law, (2) rights Executive may have to indemnification (including, without limitationbut not limited to, under the Executive’s indemnification agreement my right to file a charge with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing participate in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before a charge by the Equal Employment Opportunity Commission Commission, or Department 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 me the right to recover any monetary damages against the Company; my release of Labor. In addition, nothing in this release shall prevent Executive claims herein bars me from challenging its validity in a legal or administrative proceedingrecovering such monetary relief from the Company).
Appears in 2 contracts
Samples: Employment Agreement (Ensysce Biosciences, Inc.), Employment Agreement (Ensysce Biosciences, Inc.)
Release of Claims. A. In exchange for receipt of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment consideration provided herein, you agree to, and by signing this Agreement dated [ ]do, 2020 (the “Employment Agreement”), Executive hereby releases forever waive and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, release Quiksilver and each of themits affiliated or related entities, as well as each of its and their assigneesdivisions, successorssubsidiaries, foundations, licensees, shareholders, officers, directors, officers, stockholders, partners, representatives, insurersemployees, attorneys, agents or employeesagents, past or presentsuccessors and assigns, or any of them including, without limitation, QS Wholesale, Inc. (individually and collectively, “Quiksilver Releasees”), from all known and with respect to any and all unknown claims, rights, actions, complaints, charges, liabilities, obligations, promises, agreements, obligations, demands and causes of action, known or unknownsuits, suspected or unsuspecteddemands, arising out damages, costs, losses, debts, and expenses of or in any way connected with eventsnature whatsoever which you ever had, acts, conductnow have, or omissions occurring at may claim to have against any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this releaseQuiksilver Releasees, including, without limiting the generality of the foregoinglimitation, any claim under arising out of (i) any aspect of your employment or the termination of your employment; and/or (ii) any federal, state or governmental constitution, statute, regulation or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Age Discrimination in Employment Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding California Fair Employment and Housing Act and the aboveCalifornia Labor Code; provided, however, Executive is that this release does not releasing (1a) any affect rights or claims that cannot be waived under applicable state or federal lawmay arise after the date it is executed, (2b) waive rights Executive or claims arising out of this Agreement, or (c) waive any rights you may have to indemnification (including, without limitation, indemnity under the ExecutiveCompany’s By-Laws, any individual indemnification agreement with between you and the Company, California Labor Code § 2802 or as otherwise required by law. Your entitlement to payments and benefits under this Agreement are subject to and conditioned upon your execution and delivery to the Company of this Agreement within 45 days following your Retirement Date and the passage of the seven (7)-day revocation period provided for in Section 13 hereof without your exercising such revocation right (and for the sake of clarity, notwithstanding anything herein to the contrary, no such payments and benefits shall be paid or provided until such timely delivery of this Agreement, and expiration of such revocation period for this release).
B. In exchange for the consideration provided herein, Quiksilver and each of its affiliated entities, divisions and subsidiaries (the “Quiksilver Parties”) agree to, and by signing this Agreement do, forever waive and release you from all known and unknown claims, rights, actions, complaints, charges, liabilities, obligations, promises, agreements, causes of action, suits, demands, damages, costs, losses, debts, and expenses of any nature whatsoever which they ever had, now have, or may claim to have against you, except for those arising from, or in connection with your knowing fraud, knowing violation of law, deliberate dishonesty, willful misconduct or in violation of your duty of loyalty to the Company’s by-laws.
C. Further, you and the Company’s D&O insurance Quiksilver Parties waive and otherwise), (3) vested relinquish all rights or and benefits each may have under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before Section 1542 of the Equal Employment Opportunity Commission or Department of LaborCalifornia Civil Code. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceeding.Section 1542 reads as follows:
Appears in 2 contracts
Samples: Retirement Agreement (Quiksilver Inc), Retirement and Transition Agreement (Quiksilver Inc)
Release of Claims. In exchange for receipt of You hereby generally and completely release the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases Company and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholdersemployees, shareholders, partners, representativesagents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, attorneysaffiliates, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), assigns from and with respect to any and all claims, agreements, liabilities and obligations, demands both known and causes of action, known or unknown, suspected or unsuspected, arising that arise out of or are in any way connected with related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs you sign this releaseAgreement. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (b) all claims related to your compensation or benefits from the Company, including without limiting the generality of the foregoingsalary, any claim for bonuses, commissions, vacation pay, expense reimbursements, severance pay, profit sharingfringe benefits, bonus or similar benefitstock, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilitystock options, or any other ownership interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, agreementsincluding claims for fraud, obligationsdefamation, demands emotional distress, and causes discharge in violation of actionpublic policy; and (e) all federal, known state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or unknown, suspected or unsuspected resulting from any act or omission by or on other claims arising under the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities Act of 1990, the California Labor Code (as amended), the California Family Rights Act, or any other federal, state or local law, regulation, constitution, ordinance or common law the Age Discrimination in Employment Act (collectively, “ADEA”) and the “Claims”California Fair Employment and Housing Act (as amended). Notwithstanding the aboveforegoing, however, Executive is you are not releasing (1) the Company hereby from any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance. Also, excluded from this Agreement are any claims that cannot be waived under applicable state or federal by law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceeding.
Appears in 2 contracts
Samples: Separation and Consulting Agreement (Adverum Biotechnologies, Inc.), Separation and Consulting Agreement (Adverum Biotechnologies, Inc.)
Release of Claims. In exchange Except for receipt of the severance benefits (the “Severance Benefits”) described obligations undertaken in <insert name>’s (“Executive”) Employment Agreement dated [ ]this Agreement, 2020 (the “Employment Agreement”)Employee and him successors, Executive assignees and representatives hereby releases fully and discharges forever release and covenants not to sxx Nxxxxx Corporation (the “Company”)discharge Employer and its parents, its subsidiaries, parents, or and affiliated corporations, past and presentcompanies, and each of themits owners, as well as each of its and their assignees, successorsofficers, directors, officers, stockholders, partnerscurrent and former employees, representatives, insurers, attorneys, agents or employeesinvestigators, past or presentservants, or any -2 of them 11- agents, heirs and assigns (individually and collectively, hereinafter collectively referred to as the “Releasees”), ) from and with respect to any and all claims, agreementsactions, suits, losses, rights, damages, costs, fees, expenses, accounts, demands, obligations, demands liabilities, and causes of actionaction of every character, nature, kind or description whatsoever, known or unknown, foreseen or unforeseen, and suspected or unsuspected, arising out of or in any way connected with events, acts, conductof, or omissions occurring at any time prior to and including the date Executive signs this releaserelating to, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on omission, whatsoever from the part beginning of Releasees committed or omitted prior time to the date of the execution of this releaseAgreement, arising out of, connected with or incidental to the dealings between the Parties, including but not limited to those arising out of Employee’s employment with Employer. Employee hereby releases fully and forever all claims against the Releasees, including, without limiting limitation, claims arising under any state or federal law or regulation, including the generality of the foregoingCalifornia Fair Employment and Housing Act, any claim under Title VII of the Civil Rights Act of 1964Act, the Americans with With Disabilities Act, the California Family Rights Act, and any and all other federal, state or local laws or regulations relating to discrimination, harassment, retaliation, and compensation. This also includes a release by Employee of any claims for wages, benefits, penalties, breach of contract, wrongful discharge, violation of public policy, intentional or negligent infliction of emotional distress, negligence, fraud, Business and Professions Code § 17200, violation of the California Labor Code, violation of the Fair Labor Standards Act, and any other claims relating to or arising out of the relationship between the Parties and any alleged injuries Employee may have suffered arising out of that relationship up to and including the date Employee executes this Agreement. This Agreement does not release any claims for workers’ compensation, unemployment compensation, or any other claim that the law does not permit a party to release, including, without limitation, any right to indemnification under California Labor Code Sections 2800 and 2802. Employee further understands that nothing in this release prevents him from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOC, NLRB, or any other federal, state, or local agency charged with the enforcement of any employment laws, although Employee understands that by signing this Agreement, he waives the right to recover any damages or to receive other relief in any claim or suit brought by or through the EEOC or any other state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”)deferral agency on his behalf. Notwithstanding the aboveforegoing, however, Executive is this Agreement does not releasing (1) apply to any claims that cannot be waived under applicable state or federal released as a matter of law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceeding.
Appears in 1 contract
Samples: Confidential Settlement Agreement and General Release (Banc of California, Inc.)
Release of Claims. In exchange for receipt You hereby agree and acknowledge that by signing this Agreement You, on behalf of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases Yourself and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assigneesYour heirs, successors, directorsagents, officersassigns, stockholdersexecutors, partnersadministrators, representatives, insurers, attorneys, agents or employees, past or present, or any of them dependents and family members (individually and collectively, including You, the “ReleaseesEmployee Parties”)) hereby generally, completely, absolutely and unconditionally release, waive, acquit, forever discharge, indemnify and hold harmless the Company Parties (as defined below) from and with respect to against any and all claims, agreements, obligations, demands and causes Claims (as defined below) against any or all of the Company Parties whatsoever for any alleged action, known inaction or unknown, suspected circumstance existing or unsuspected, arising out from the beginning of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including through the date Executive signs this release, including without limiting the generality Agreement is executed by all parties. Your waiver and release herein is intended to bar any form of Claim against any or all of the foregoingCompany Parties seeking any form of relief including equitable relief (whether declaratory, injunctive or otherwise), the recovery of any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance damages or any other fringe benefitform of monetary recovery whatsoever (including back pay, or disabilityfront pay, or compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other claimscosts) against any or all of the Company Parties, agreements, obligations, demands and causes of for any alleged action, inaction or circumstance existing or arising through the date this Agreement is executed by all parties. The foregoing waiver and release constitutes a FULL AND FINAL RELEASE OF ALL CLAIMS, and shall apply to all known and unknown claims or unknowndamages existing as of the date this Agreement is executed by all parties.
a. Without limiting the foregoing general waiver and release, suspected or unsuspected resulting on behalf of the Employee Parties, You specifically waive and release any and all of the Company Parties from any act Claim arising from or omission by related to Your employment relationship with the Company or on the part of Releasees committed termination thereof, including:
(i) Claims under any local, state, federal or omitted prior to foreign discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the date of this release, Effective Date) prohibiting discrimination or harassment based upon any protected status including, without limiting limitation, race, religion, citizenship, national origin, age, gender, genetic carrier status, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the generality federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Acts of the foregoing1866 and 1871, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Civil Rights Act of 1991, the Equal Pay Act, the Immigration Reform and Control Act, the Americans With Disabilities Act and any similar local, state, federal or foreign statute or law.
(ii) Claims under any other local, state, federal or foreign employment related statute, regulation or executive order (as they may have been amended through the Effective Date) relating to wages, hours or any other federalterms and conditions of employment. Without limitation, state specifically included in this paragraph are any Claims arising under the Fair Labor Standards Act, the Family and Medical Leave Act of 1993, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any similar local, state, federal or local foreign statute or law.
(iii) Claims under any local, regulationstate, constitution, ordinance federal or foreign common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence.
(iv) Any other Claim arising under local, state, or federal law.
b. Notwithstanding the foregoing, this Section 6 does not release Company from any obligation expressly set forth in this Agreement. You acknowledge and agree that, but for providing this waiver and release, You would not be receiving the Separation Pay being provided to You under the Executiveterms of this Agreement.
c. You explicitly acknowledge that if You are over forty (40) years of age, You have specific rights under the Age Discrimination in Employment Act (“ADEA”), which prohibits discrimination on the basis of age, and the releases set forth in this Section 6 are intended to release any right that You may have to file a claim against any or all of the Company Parties alleging discrimination on the basis of age. It is the Company’s indemnification agreement desire and intent to make certain that You fully understand the provisions and effects of this Agreement. To that end, You have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Consistent with the provisions of the Older Worker Benefits Protection Act (“OWBPA”), the Company is providing You with forty-five (45) days in which to consider and accept the terms of this Agreement by signing below and returning it to Jxxxxxxx Xxxxxxx, Executive Vice President, Chief Administrative Officer and General Counsel in Nothing in this Agreement is intended to, or shall, interfere with Your rights under federal, state, or local civil rights or employment discrimination laws to file or otherwise institute a charge of discrimination, to participate in a proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, or to cooperate with any such agency in its investigation, none of which shall constitute a breach of this Agreement. You shall not, however, be entitled to any relief, recovery, or monies in connection with any such action or investigation brought against the Company, the Company’s by-lawsregardless of who filed or initiated any such complaint, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other planscharge, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceeding.
Appears in 1 contract
Samples: Employment Agreement (Aimco OP L.P.)
Release of Claims. In exchange for receipt of You agree and acknowledge that by signing this Agreement and accepting the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases Separation Pay and discharges and covenants not Benefits to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentbe provided pursuant to Section 2, and each other good and valuable consideration provided for in this Agreement, you are settling fully and finally all disputes between you and the Company and waiving your right to assert any form of themlegal claim against the Company2/ of any kind whatsoever from the beginning of time through the Effective Date. Your waiver and release is intended to bar any form of legal claim, as well as each of its and their assigneescharge, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance complaint or any other fringe benefitform of action (jointly referred to as "Claims") against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or disabilityotherwise), the recovery of any damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other costs) against the Company, through the Effective Date of this Agreement. Without limiting the foregoing general waiver and release of claims, agreements, obligations, demands you specifically waive and causes of action, known or unknown, suspected or unsuspected resulting release the Company from any act Claim arising from or omission by related to your employment relationship with the Company or on the part of Releasees committed or omitted prior to the date of this releasetermination thereof, including, without limiting limitation:
(a) Claims under any local, state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the generality Effective Date of this Agreement) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the foregoingfederal Age Discrimination in Employment Act, any claim under the Older Workers Benefit Protection Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with With Disabilities Act, and any similar statute;
(b) Claims under any other local, state or federal employment related statute, regulation or executive order (as they may have been amended through the Effective Date of this Agreement) relating to wages, hours or any other federalterms and conditions of employment. Without limitation, specifically included in this paragraph are any Claims arising under the Fair Labor Standards Act, the Family and Medical Leave Act of 1993, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, COBRA and any similar statute;
(c) Claims under any local, state or local law, regulation, constitution, ordinance or federal common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence;
(d) Claims under any local, state or federal securities law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any Massachusetts, Delaware or other state or local securities statutes and regulations; and
(e) Any other Claim arising under local, state or federal law. Notwithstanding the foregoing, this Section shall not release the Company from any obligation expressly set forth in this Agreement. Because you are more than forty (40) years of age, you have specific rights under the Executive’s indemnification agreement Older Workers Benefits Protection Act ("OWBPA"), which prohibits discrimination on the basis of age, and that the releases set forth in this Section 5 are intended to release any right that you may have to file a claim against the Company alleging discrimination on the basis of age. It is the Company's desire and intent to make certain that you fully understand the provisions and effects of this letter. To that end, you have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Consistent with the Companyprovisions of OWBPA, the Company’s byCompany is providing you with twenty-lawsone (21) days (until May 23, 2001) in which to consider and accept the Company’s D&O insurance terms of this Agreement by signing below and otherwise)returning it to Xxxxxx Xxxxxxx at xxxxxxx.xxx, (3) vested rights or benefits under Executive’s 401k or other plansinc., 0000 Xxxxxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before such other person as the Equal Employment Opportunity Commission or Department of LaborCompany may designate by written notice to you. In addition, nothing you may rescind your assent to this Agreement if, within seven (7) days after you sign this Agreement, you deliver a written notice of rescission to Xxxxxx Xxxxxxx at the address designated above. To be effective, such rescission must be in this release shall prevent Executive from challenging its validity in a legal writing and must be hand-delivered or administrative proceedingpost-marked within the seven (7) day period and sent by certified mail, return receipt requested to the person and address designated herein.
Appears in 1 contract
Release of Claims. In exchange for receipt of the severance benefits (consideration under this Agreement to which you would not otherwise be entitled, including but not limited to the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]Health Insurance Reimbursement, 2020 (you hereby generally and completely release the “Employment Agreement”)Company and its parent, Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentsubsidiary, and each of them, as well as each of its affiliated entities (along with their predecessors and successors) and their assignees, successors, directors, officers, stockholdersemployees, shareholders, partners, representativesagents, attorneys, insurers, attorneys, agents or employees, past or present, or any of them (individually affiliates and collectively, “Releasees”)assigns, from and with respect to any and all claims, agreements, liabilities and obligations, demands both known and causes of action, known or unknown, suspected that arise from or unsuspected, arising out of or are in any way connected with related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs you sign this releaseAgreement. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (b) all claims related to your compensation or benefits from the Company, including without limiting the generality of the foregoingsalary, any claim for severance bonuses, commissions, vacation pay, profit sharingexpense reimbursements, bonus or similar benefitseverance payments, equity-based awards and/or dividend equivalents thereonfringe benefits, pensionstock, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilitystock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, agreementsincluding but not limited to claims for fraud, obligationsdefamation, demands emotional distress, and causes discharge in violation of actionpublic policy; and (e) all federal, known state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or unknown, suspected or unsuspected resulting from any act or omission by or on other claims arising under the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Labor Code, and the California Fair Employment and Housing Act. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any other person or entity, against the Company or any other federal, state person or local law, regulation, constitution, ordinance or common law (collectively, entity subject to the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing release granted in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingparagraph.
Appears in 1 contract
Release of Claims. In exchange for receipt (a) The parties agree that the Severance Benefits, the Company’s engagement of Consultant to provide the Transition Services after the Separation Date, and the Company’s payment of the severance benefits (Consulting Fee, are in full, final and complete settlement of all claims Consultant may have against the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentpresent affiliates, and each of them, as well as each of its and their assignees, successorsthe respective officers, directors, officersowners, stockholdersmembers, partnersemployees, representativesagents, advisors, consultants, insurers, attorneys, agents or employees, past or present, or any successors and/or assigns of them each of the foregoing (individually and collectively, the “Releasees”).
(b) Consultant, on behalf of himself and his heirs, executors, successors and assigns, knowingly and voluntarily covenants not to xxx, and fully and forever releases and discharges the Company and all other Releasees from and with respect to any and all legally waivable claims, agreementsliabilities, obligationsdamages, demands demands, and causes of actionaction or liabilities of any nature or kind, whether now known or unknown, suspected or unsuspected, arising out of or in any way connected with eventsConsultant’s employment with the Company or any of its affiliates or the termination of such employment. This release includes but is not limited to claims arising under federal, actsstate or local laws concerning employment discrimination, conducttermination, or omissions occurring at any time prior to retaliation and including the date Executive signs this releaseequal opportunity, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior but not limited to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Equal Pay Act of 1963, the Americans with Disabilities ActAct of 1990, as amended, the Worker Adjustment and Retraining Notification Act of 1988, as amended, the Employee Retirement Income Security Act of 1974, as amended (including but not limited to fiduciary claims), claims for attorneys’ fees or costs, any and all statutory or common law provisions relating to or affecting Consultant’s employment with the Company or its affiliates, and any and all claims in contract, tort, or premised on any other legal theory. Consultant acknowledges that he is releasing claims based on age, race, color, sex, sexual orientation or preference, marital status, religion, national origin, citizenship, veteran status, disability and other legally protected categories. This provision is intended to constitute a general release of all of Consultant’s presently existing covered claims against the Releasees arising out of or in any way connected with Consultant’s employment with the Company or any of its affiliates or the termination of such employment, to the maximum extent permitted by law.
(c) Nothing in this Agreement shall be construed to: (i) waive any rights or claims of Consultant that arise after Consultant signs this Agreement; (ii) waive any rights or claims of Consultant to enforce the terms of this Agreement; (iii) waive or affect any claim that cannot be released by an agreement voluntarily entered into between private parties; (iv) limit Consultant’s ability to file a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local law, regulation, constitution, ordinance governmental agency or common law commission (collectively, the “ClaimsGovernment Agencies”). Notwithstanding ; (v) limit Consultant’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 aboveCompany; or (vi) release any existing rights that Consultant may have, howeverif any, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, pursuant to the Company’s by-laws, governing documents and/or any directors’ and officers’ insurance policy of the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before Company for acts committed during the Equal Employment Opportunity Commission or Department course of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceeding.Consultant’s
Appears in 1 contract
Release of Claims. In exchange for receipt of the severance benefits (consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of themits affiliated, as well as each of related, parent and subsidiary entities, and its and their assignees, successors, current and former directors, officers, stockholdersemployees, shareholders, partners, representativesagents, attorneys, predecessors, successors, insurers, attorneysaffiliates, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), assigns from and with respect to any and all claims, agreementsliabilities, obligationsdemands, demands and causes of action, and obligations, both known or and unknown, suspected or unsuspected, arising out of from or in any way connected with related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs you sign this releaseAgreement. This general release includes, but is not limited to: (a) all claims arising from or in any way related to your employment with the Company or the termination of that employment; (b) all claims related to your compensation or benefits from the Company, including without limiting the generality of the foregoingsalary, any claim for bonuses, commissions, vacation pay, expense reimbursements, severance pay, profit sharingfringe benefits, bonus or similar benefitstock, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilitystock options, or any other ownership, equity, or profits interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, agreementsincluding claims for fraud, obligationsdefamation, demands emotional distress, and causes discharge in violation of actionpublic policy; and (e) all federal, known state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or unknown, suspected or unsuspected resulting from any act or omission by or on other claims arising under the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectivelyAct of 1990, the federal Age Discrimination in Employment Act (the “ClaimsADEA”), the California Labor Code (as amended), the California Family Rights Act and the California Fair Employment and Housing Act (as amended). Notwithstanding the aboveforegoing, however, Executive is you are not releasing the Company hereby from: (1i) any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any valid fully executed indemnification agreement with the Company, or applicable law; (ii) any rights you have to file or pursue a claim for workers’ compensation or unemployment insurance; (iii) any claims that cannot be waived under applicable state by law; or federal law(iv) any claims for breach of this Agreement. You acknowledge that you have been advised, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement consistent with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwiseCalifornia Government Code Section 12964.5(b)(4), that you have a right to consult an attorney regarding this Agreement and that you were given a reasonable time period of not less than five (35) vested rights or benefits under Executive’s 401k or other plansbusiness days in which to do so. You further acknowledge and agree that, in the event you sign this Agreement prior to the end of the reasonable time period, your decision to accept such shortening of time is knowing and voluntary and is not induced by the Company through fraud, misrepresentation, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating witha threat to withdraw or alter the offer prior to the expiration of the reasonable time period, or participating in any proceeding before by providing different terms to employees who sign such an agreement prior to the Equal Employment Opportunity Commission or Department expiration of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingthe time period.
Appears in 1 contract
Release of Claims. In exchange Executive hereby agrees and acknowledges that by executing this Agreement and accepting the compensation and benefits under this Agreement and for receipt other good and valuable consideration, Executive is waiving Executive’s right to assert any and all forms of legal Claims (as defined below) against the severance benefits Company1 of any kind whatsoever, whether known or unknown, arising from the beginning of time through the Execution Date. Except as set forth below, Executive’s waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (the jointly referred to as “Severance BenefitsClaims”) described in <insert name>’s against the Company seeking any form of relief, including, without limitation, equitable relief (“Executive”) Employment Agreement dated [ ]whether declaratory, 2020 (the “Employment Agreement”injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. Without limiting the foregoing general waiver and release, Executive hereby specifically waives and releases and discharges and covenants not the Company from any Claim arising from or related to sxx Nxxxxx Corporation Executive’s relationship with the Company, including, without limitation:
(a) Claims under any state or federal discrimination, fair employment practices or other employment-related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status, including, without limitation, race, national origin, age, gender, marital status, disability, 1 For purposes of this Section, the “Company”” includes Quality Distribution, Inc. and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), its subsidiaries, parents, or affiliated corporations, past subsidiaries and presentall other related entities, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholdersemployees, partnersshareholders, representatives, insurersand their respective assigns. veteran status or sexual orientation. Without limitation, attorneysspecifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act, agents or employeesthe Older Workers Benefit Protection Act, past or presentthe Civil Rights Acts of 1866 and 1871, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with With Disabilities Act, and any similar Florida or other federal, state or local statute.
(b) Claims under any other federal, state or local lawemployment-related statute, regulationregulation or executive order (as they may have been amended through the Execution Date) relating to wages, constitutionhours or any other terms and conditions of employment. Without limitation, ordinance specifically included in this paragraph are any Claims arising under the Fair Labor Standards Act, the Family and Medical Leave Act of 1993, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), and any similar Florida or other federal, state or local statute.
(c) Claims under any federal, state or local common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence.
(d) Claims under any federal, state or local securities law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any Florida or other federal, state or local securities statutes and regulations.
(e) Any other Claim arising under federal, state or local law. Executive acknowledges and agrees that, but for providing this waiver and release, Executive would not be receiving the economic benefits being provided to Executive under the Executive’s indemnification agreement with terms of this Agreement. Notwithstanding the Companyforegoing, this Section 8 does not release the Company from any obligation expressly set forth in this Agreement. Executive explicitly acknowledges that because Executive is over forty (40) years of age, Executive has specific rights under the Age Discrimination in Employment Act (“ADEA”) and the Older Workers Benefit Protection Act (“OWBPA”), which prohibit discrimination on the basis of age, and that the releases set forth in this Section 8 are intended to waive any right that Executive may have to file a claim against the Company alleging discrimination on the basis of age. It is the Company’s by-lawsdesire and intention to make certain that Executive fully understands the provisions and effects of this Agreement. To that end, Executive has been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Also, consistent with the provisions of the OWBPA and ADEA, the Company’s D&O insurance Company is providing Executive with twenty-one (21) days in which to consider and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in accept the terms of this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of LaborAgreement. In addition, Executive may rescind Executive’s acceptance of this Agreement if, within seven (7) days after Executive executes and delivers this Agreement, Executive provides a notice of rescission to the Company pursuant to Section 10 of the Agreement. Also, consistent with the provisions of the ADEA and other federal discrimination laws, nothing in this release shall prevent be deemed to prohibit Executive from challenging its the validity of this release under the federal age or other discrimination laws (the “Federal Discrimination Laws”) or from filing a charge or complaint of age or other employment related discrimination with the Equal Employment Opportunity Commission (“EEOC”), or from participating in any investigation or proceeding conducted by the EEOC. Further, nothing in this release or Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that Executive’s execution of this Agreement constitutes a legal full release of any individual rights under the Federal Discrimination Laws, or administrative proceedingto seek restitution to the extent permitted by law of the economic benefits provided to Executive under this Agreement in the event that Executive successfully challenges the validity of this release and prevails in any claim under the Federal Discrimination Laws.
Appears in 1 contract
Release of Claims. In exchange for receipt For and in consideration of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment separation payments and other things of value to be provided pursuant to this Separation Agreement, Employee agrees, knowingly and voluntarily, that by executing this Separation Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby that he releases and forever discharges the Company and covenants not to sxx Nxxxxx Corporation (the “Company”)current and former shareholders, its subsidiariesemployees, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successorsofficers, directors, officersbenefit plans, stockholdersbenefit plan fiduciaries, partnersbenefit plan administrators, representativesconsultants, insurersrepresentatives and agents thereof, attorneysof and from any and all claims, agents liabilities, demands or employeescauses of action known and unknown, past that Employee has had or presentnow has, or any arising through the date of them (individually and collectivelythis Separation Agreement, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoingfollowing, except Employee does not hereby waive any claim for severance payclaims that cannot be waived under applicable law. This Separation Agreement does not waive or otherwise impair any vested rights Employee may have under the terms of any tax-qualified retirement plan, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance stock option plan or any other fringe benefitequity award agreement. Employee hereby acknowledges that it is his responsibility to review any equity award agreement(s) to determine termination dates of his rights thereunder.
a. claims against the Company based upon the common law, including but not limited to, emotional distress; injury to personal reputation; defamation (including libel or slander); invasion of privacy; denial of employment in contravention of common law or any federal, state, local or public policy, law or regulation;
b. claims against the Company based upon any alleged written or oral employment agreement (including the Letter Agreement), policy, plan or procedure of the Company and/or any alleged understanding or arrangement between Employee and the Company;
c. claims against the Company based upon alleged violation(s) of any statute, regulation, or disabilityordinance, whether federal, state or local, or based on any other claimsfederal, agreementsstate or local law, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoingincluding but not limited to, any claim and all claims under the Americans with Disabilities Act, 42 U.S.C. § 12101 (including the Older Workers Benefit Protection Act), et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et seq.; the Americans with Disabilities Civil Rights Act of 1991, P.L. 102-166, 105 Stat. 1071, et seq.; 42 U.S.C. § 1981; the Fair Labor Standards Act, or 29 U.S.C. § 201, et seq.; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001, et seq.; the Equal Pay Act, 29 U.S.C. § 206(d), et seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101, et seq.; Sarbanes Oxley Act of 2002, 18 U.S.C. § 1514, et. seq.; and any other federal, state state, or local law, regulation, laws touching upon the employment relationship;
d. claims against the Company based upon the U.S. Constitution or any state constitution, ordinance or common law (collectively, ; and
e. claims against the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) Company based upon any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have theory of alleged equitable entitlement to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingrelief.
Appears in 1 contract
Release of Claims. In exchange for receipt of consideration for, among other terms, the severance benefits (Lump Sum Payment, to which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiariesaffiliated and related entities, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assigneesrespective predecessors, successorssuccessors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, officersshareholders, stockholders, partners, representatives, insurersemployees, attorneys, accountants and agents or employees, past or present, or any of them each of the foregoing in their official and personal capacities (individually and collectively, collectively referred to as the “Releasees”), ) generally from and with respect to any and all claims, agreementsdemands, obligationsdebts, demands damages and causes liabilities of actionevery name and nature, known or unknownunknown (“Claims”) that, suspected or unsuspected, arising out as of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs when you sign this releaseAgreement, including without limiting the generality you have, ever had, now claim to have or ever claimed to have had against any or all of the foregoingReleasees. This release includes, any claim for severance paywithout limitation, profit sharingall Claims: • relating to your employment by the Company and your decision to resign from such employment; • of wrongful discharge or violation of public policy; • of breach of contract; • of defamation or other torts; • of retaliation or discrimination under federal, bonus state or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, local law (including, without limiting limitation, Claims of discrimination or retaliation under the generality of Age Discrimination in Employment Act, the foregoingAmericans with Disabilities Act, any claim under and Title VII of the Civil Rights Act of 1964); • under any other federal or state statute; • for wages, the Americans with Disabilities Actbonuses, incentive compensation, commissions, stock, stock options, vacation pay or any other federalcompensation or benefits, state either under the Pennsylvania Minimum Wage Act, 43 Pa. Stat. §§ 333.101-115, or local lawotherwise; and • for damages or other remedies of any sort, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect your vested rights under the ExecutiveCompany’s Section 401(k) plan or your rights under this Agreement and nothing herein releases any claims that you have or may have against the Company regarding (a) the performance or nonperformance of obligations arising under this Agreement, including without limitation payment of the benefits and equity set forth in Sections 2 and 3 hereof, (b) any claims against Company that may arise after this Agreement has become effective, (c) any indemnification agreement with and defense rights available to you as an officer or director of the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4d) Executive’s workers’ compensation rights and, provided further, continued healthcare coverage under an employee health plan pursuant to COBRA or similar state law. You acknowledge that nothing the resignation of your employment in accordance with this Agreement shall prevent Executive not give rise to any Claims. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from filingany of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, cooperating with, or participating in you represent that you have not assigned any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingClaim to any third party.
Appears in 1 contract
Samples: Resignation Agreement (Ansys Inc)
Release of Claims. In exchange for receipt of You hereby agree and acknowledge that by signing this Agreement and accepting the severance benefits (the “Severance Benefits”) described Separation Pay discussed in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentSection 2, and each of themfor other good and valuable consideration, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect you are waiving your right to assert any and all claimsforms of legal Claims against Xxxxxx Xxxxxx0 of any kind whatsoever, agreements, obligations, demands and causes of action, whether known or unknown, suspected or unsuspected, arising out from the beginning of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including through the date Executive signs you sign this releaseAgreement. Except as set forth below, including without limiting the generality your waiver and release herein is intended to bar any form of the foregoinglegal claim, any claim for severance paycharge, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance complaint or any other fringe benefitform of action (jointly referred to as “Claims”) against Rimini Street seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or disabilityotherwise), the recovery of any damages, or any other claimsform of monetary recovery whatsoever (including, agreementswithout limitation, obligationsback pay, demands front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and causes of any other costs) against Employer, for any alleged action, known inaction or unknowncircumstance existing or arising through the date you sign this Agreement. Without limiting the foregoing general waiver and release, suspected or unsuspected resulting you specifically waive, and release Employer from any act Claim arising from or omission by related to your prior employment relationship with the Company or on the part of Releasees committed or omitted prior to the date of this releasetermination thereof, including, without limiting limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status, sexual orientation or status as a covered service member under the generality Uniform Services Employment and re-Employment Rights Act (USERRA). Without limitation, specifically included in this paragraph are any Claims arising under the Federal Age Discrimination in Employment Act, the Civil Rights Acts of the foregoing1866 and 1871, any claim under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with With Disabilities ActAct and any similar state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended) relating to wages, hours or any other federalterms and conditions of employment. Without limitation, state or local law, regulation, constitution, ordinance or common law (collectivelyspecifically included in this paragraph are any Claims arising under the Family and Medical Leave Act of 1993, the “Claims”National Labor Relations Act (NLRA), the Employee Retirement Income Security Act of 1974, and any similar state statute. Notwithstanding For Massachusetts employees, the aboveclaims you are releasing include claims under the Massachusetts Fair Employment Practices Act, howeverthe Massachusetts Payment of Wages Law, Executive is not the Massachusetts Overtime Law, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, the Massachusetts Labor and Industries Act, the Massachusetts Privacy Act, the Massachusetts Independent Contractor statute, and the Massachusetts Earned Sick Time Law. For New Jersey employees, the claims you are releasing (1) include claims under the New Jersey Conscientious Employee Protection Act and the New Jersey Law Against Discrimination. For West Virginia employees, the claims you are releasing include claims under the West Virginia Human Rights Act. ** Claims under any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (common law theory including, without limitation, wrongful discharge, constructive discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or 1 For purposes of this Section, “Rimini Street” includes any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with Rimini Street, Inc.), subsidiaries and all other related entities, its and their directors, officers, employees, trustees, agents, successors and assigns, and all persons acting by, through, under or in concert with Rimini Street, Inc. negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law. You agree that you will not initiate any complaint or institute any claim or lawsuit against Employer based on any fact or circumstance occurring up to and including the Executivedate you sign this Agreement. It is Employer’s indemnification agreement desire and intent to make certain that you fully understand the provisions and effects of this Agreement. To that end, you have the right and are advised, encouraged, and provided the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. In addition to the forgoing, you hereby agree that you waive all rights under section 1542 of the Civil Code of the State of California. Section 1542 provides that: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the Companydebtor or released party. Pursuant to section 1542, you acknowledge that you may hereafter discover facts different from or in addition to facts which you now know or believe to be true with regard to the Company’s by-lawsreleased claims, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, further agree that nothing in this Agreement shall prevent Executive remain effective in all respects notwithstanding such discovery of new or different facts, including any such facts which may give rise to currently unknown claims, including but not limited to any claims or rights which you may have under section 1542 of the California Civil Code. If you are a Montana employee, you are releasing all rights under Montana Code Annotated Section 28-1-1602, which provides: A general release does not extend to claims that the creditor does not know or suspect to exist in the creditor's favor at the time of executing the release, which, if known by the creditor, must have materially affected the creditor's settlement with the debtor. If you are a North Dakota employee, you expressly waive any and all rights that you may have under any state or local statute, executive order, regulation, common law and/or public policy relating to unknown claims, including but not limited to North Dakota Century Code Section 9-13-02. If you are a South Dakota employee, you expressly waive any and all rights that you may have under any state or local statute, executive order, regulation, common law and/or public policy relating to unknown claims, including but not limited to South Dakota Codified Laws Section 20-7-11. Notwithstanding the foregoing, this section does not release Employer from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing obligation expressly set forth in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingAgreement. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement.
Appears in 1 contract
Samples: Confidential Employment Separation Agreement and Release (Rimini Street, Inc.)
Release of Claims. In exchange for receipt of I voluntarily release and forever discharge the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”)Employer, its subsidiariesaffiliated and related entities, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assigneesrespective predecessors, successorssuccessors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, officers, stockholders, partnersmembers, representatives, insurersemployees, attorneys, accountants and agents or employees, past or present, or any of them each of the foregoing in their official and personal capacities (individually and collectively, collectively referred to as the “ReleaseesReleases”), ) generally from and with respect to any and all claims, agreementsdemands, obligationsdebts, demands damages and causes liabilities of actionevery name and nature, known or unknownunknown (“Claims”) that, suspected or unsuspected, arising out as of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs when I sign this releaseRelease, including without limiting the generality I have, ever had, now claim to have or ever claimed to have had against any or all of the foregoingReleases. This release includes, without limitation, all Claims: · relating to my employment by the Employer and/or any claim for severance payaffiliate of the Employer and the termination of my employment; · of wrongful discharge; · of breach of contract; · of retaliation or discrimination under federal, profit sharing, bonus state or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, local law (including, without limiting limitation, Claims of age discrimination or retaliation under the generality Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the foregoingAmericans with Disabilities Act, any claim Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964, Claims of any form of discrimination or retaliation that is prohibited by the Americans with Disabilities California Fair Employment and Housing Act; · under any other federal or state statute; · of defamation or other torts; · of violation of public policy; · for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other federalcompensation or benefits (except for such wages, state bonuses, incentive compensation, stock, stock options, vacation pay or local lawother compensation or benefits otherwise due to me under the Employment Agreement); and · for damages or other remedies of any sort, regulationincluding, constitutionwithout limitation, ordinance compensatory damages, punitive damages, injunctive relief and attorney’s fees; I 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. This release does not extend to any obligations incurred under this Release, under any ongoing Company benefit plans or common law (collectivelyfor indemnification under any indemnification agreement, the “Claims”)Company’s Bylaws or applicable law. Notwithstanding the above, however, Executive is This release does not releasing (1) any release claims that cannot be waived under applicable state or federal released as a matter of law, (2) rights Executive may have to indemnification (including, without limitationbut not limited to, under the Executive’s indemnification agreement my right to file a charge with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing participate in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before a charge by the Equal Employment Opportunity Commission Commission, or Department 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 me the right to recover any monetary damages against the Company; my release of Laborclaims herein bars me from recovering such monetary relief from the Company). In additionI agree that I shall not seek or accept damages of any nature, nothing in other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releases with respect to any Claim released by this release shall prevent Executive from challenging its validity in a legal Release. I represent that I have not assigned to any third party and I have not filed with any agency or administrative proceedingcourt any Claim released by this Release.
Appears in 1 contract
Release of Claims. In exchange for receipt the promises contained in this Agreement and to the extent permitted by law, Executive hereby waives, releases and forever discharges, and agrees that Executive will not in any manner institute, prosecute or pursue, any and all complaints, claims, charges, liabilities, claims for relief, demands, suits, actions or causes of action, whether in law or in equity, know or unknown (collectively, “Claims”), which Executive asserts or could assert, at common law, under any express or implied contract, arising in tort or under any statute, rule, regulation, order or law, whether federal, state, or local, or on any grounds whatsoever, including without limitation, claims under the severance benefits Employment, Confidential Information, and Invention Assignment Agreement, dated July 23, 2012 (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Confidentiality Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act, as amended, the Texas Labor Code, the Texas Commission of Human Rights Act, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, and the Executive Retirement Income Security Act of 1974, against the Company and any of its or their current or former, owners, officials, directors, officers, shareholders, affiliates, agents, representatives, employees, attorneys, subsidiaries, parents, divisions, branches, units, successors, predecessors, and assigns (collectively referred to as “Released Parties”) with respect to any other federalevent, state matter, claim, damage or local law, regulation, constitution, ordinance injury arising out of or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have relating to indemnification (including, without limitation, under the Executive’s indemnification agreement employment relationship with the Company, the Companytermination of such employment relationship, or the Confidentiality Agreement arising up to the date and time of signing of this Agreement by Executive. Notwithstanding the foregoing, the release does not terminate Executive’s by-lawsrights (a) set forth in this Agreement, (b) with respect to the Stock Option Grants or the Restricted Shares, (c) Executive’s rights to be indemnified by the Company or any of its subsidiaries under any agreement with the Company or any of its subsidiaries, the Company’s D&O insurance and otherwise), (3) vested rights certificate of incorporation or benefits under Executive’s 401k or other plansbylaws, or under applicable law or (4d) Executive’s workers’ compensation resulting from any breaches of this Agreement. This Agreement also does not extend to those rights andwhich as a matter of law cannot be waived, provided furtherincluding, that nothing but not limited to, unwaivable rights. If any claim is not subject to release, to the extent permitted by law, Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which the Company or any other releasee identified in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in is a legal or administrative proceedingparty.
Appears in 1 contract
Release of Claims. In exchange for receipt of the severance benefits (the “Severance Benefits”) described consideration set forth in <insert name>’s (“Executive”) Employment Agreement dated [ ]this Agreement, 2020 (the “Employment Agreement”)which Executive acknowledges he would not otherwise be entitled to receive, Executive hereby releases fully, forever, irrevocably and unconditionally releases, remises and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its affiliates, subsidiaries, parentsparent companies, or affiliated corporationspredecessors, and successors, and all of their respective past and present, and each of them, as well as each of its and their assignees, successorspresent officers, directors, officers, stockholders, partners, members, employees, agents, representatives, insurersplan administrators, attorneys, agents or employees, past or present, or any of them insurers and fiduciaries (individually each in their individual and corporate capacities) (collectively, the “ReleaseesReleased Parties”), ) from and with respect to any and all claims, agreementscharges, obligationscomplaints, demands and demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that Executive ever had or now has against any or all of the Released Parties up to the date on which he signs this Agreement, whether known or unknown, suspected or unsuspectedincluding, but not limited to, any and all claims arising out of or in any way connected with eventsrelating to Executive’s employment with, actsprovision of consulting or other services to, conductseparation or termination from, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality and/or ownership of securities of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this releaseCompany, including, without limiting the generality of the foregoingbut not limited to, any claim all claims under Title VII of the Civil Rights Act of 1964Act, the Americans with With Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectivelythe Age Discrimination in Employment Act, the “Claims”). Notwithstanding Genetic Information Nondiscrimination Act, the aboveFamily and Medical Leave Act, howeverthe Worker Adjustment and Retraining Notification Act, the Rehabilitation Act, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal lawOrder 11246, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the CompanyOrder 11141, the Company’s by-lawsFair Credit Reporting Act, and the Employee Retirement Income Security Act, all as amended; all claims arising out of the New York Human Rights Law, N.Y. Exec. Law § 290 et seq., the Company’s D&O insurance and otherwiseNew York City Human Rights Law, N.Y.C. Admin. Code § 8-101 et seq., N.Y. Civ. Rights Law § 40-c et seq. (New York anti-discrimination law), N.Y. Lab. Law § 194 et seq. (3) vested rights or benefits under Executive’s 401k or other plansNew York equal pay law), or N.Y. Lab. Law § 740 (4) Executive’s workers’ compensation rights andNew York whistleblower protection law), provided furtherand N.Y. Lab. Law § 201-c (New York adoption leave law), that nothing in this Agreement shall prevent Executive from filingall as amended; all claims arising out of the New Jersey Law Against Discrimination, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceeding.N.J.
Appears in 1 contract
Samples: Separation and Release of Claims Agreement (Ophthotech Corp.)
Release of Claims. (a) In exchange for receipt of the severance benefits (the “Severance Benefits”) payments described above in <insert name>’s (“Executive”) Employment Agreement dated [ ]Section 2, 2020 (the “Employment Agreement”)you hereby release, Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentwaive, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), forever discharge the Bank from and with respect to any and all claimsclaims of any kind whatsoever, agreements, obligations, demands and causes of action, whether known or unknown, suspected or unsuspectedunknown at this time, arising out of or in any way connected with, your employment with events, acts, conduct, or omissions occurring at any time prior to the Bank and including the date Executive signs this release, including without limiting the generality termination of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this releaseyour employment, including, without limiting the generality of the foregoingbut not limited to, all matters in law, in equity, in contract (oral or written, express or implied) or in tort, or arising under any employee benefit plan, or pursuant to statute, including but not limited to any claim of any types of discrimination under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, or and any other federal, state state, or local law, rule, regulation, constitutionexecutive order or guideline from the beginning of time through the date of this Agreement, ordinance excepting only:
(i) This Agreement shall not apply to rights or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that canmay arise after the date of this Agreement; nor shall any provision of this Agreement be interpreted to waive, release, or extinguish any rights that – by express and unequivocal terms of law – may not under any circumstances be waived waived, released, or extinguished.
(ii) This Agreement shall not apply to your (i) vested benefits under applicable state or federal lawany tax-qualified plan (e.g., (2401(k) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwisePlan), (3ii) vested rights or stock options granted under any equity incentive plan of the Bank, (iii) claims for benefits under Executive’s 401k any health, disability, retirement or other planssimilar employee benefit plan or employee pension plan within the meaning of ERISA.
(iii) This Agreement shall not apply to any indemnification rights you may have under applicable corporate law, the articles of incorporation, charter or bylaws of the Bank, or (4) Executiveas an insured under any director’s workers’ compensation rights and, provided further, that nothing and officer’s liability insurance policy now or previously in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingforce.
Appears in 1 contract
Samples: Resignation and Non Competition Agreement (Berkshire Hills Bancorp Inc)
Release of Claims. In exchange You hereby agree and acknowledge that by signing ------------------ this letter and accepting the offer of Settlement Pay provided for receipt in Section 1 and other good and valuable consideration provided for in this letter, you are waiving your right to assert against the Company any form of legal claim of any kind whatsoever from the severance benefits (beginning of time through the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]Effective Date of this Agreement. Your waiver and release herein is intended to bar any form of legal claim, 2020 (the “Employment Agreement”)charge, Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance complaint or any other fringe benefit, or disability, or form of action (jointly referred to as "Claims") against the Company seeking any other claims, agreements, obligations, demands and causes form of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this releaserelief, including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other costs) against the Company, from the beginning of time through the Effective Date. Without limiting the generality foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your employment relationship with the Company, the offer thereof or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Effective Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Acts of the foregoing1866 and 1871, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Virginia or other state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Effective Date) relating to wages, hours or any other federalterms and conditions of employment. Without limitation, state or local law, regulation, constitution, ordinance or common law (collectivelyspecifically included in this paragraph are any Claims arising under the Fair Labor Standards Act, the “Claims”)Family and Medical Leave Act of 1993, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any similar Virginia or other state statute. Notwithstanding the above, however, Executive is not releasing (1) ** Claims under any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under local, state or federal law. You also agree to take promptly all steps necessary to withdraw and voluntarily dismiss with prejudice and in its entirety any Claim previously filed against the Executive’s indemnification agreement with Company in any court, agency or forum. Without limiting the foregoing, you also agree to execute and file in court promptly the attached Notice of Dismissal in the matter of Xxxxxxx Xxxxxxx v. Global Exchange, Inc. ---------------------------------------- and Xxxxxxx X. Xxxxxxxxx, XX Xx. 00-0000-X, Xxxxxx Xxxxxx District Court for the ------------------------ Eastern District of Virginia. (See Exhibit A). You also agree to mail promptly a copy of this executed Notice of Dismissal to Xxxx X. Xxxxx, Esq., counsel for the Company, at the Company’s byfollowing address: Xxxx X. Xxxxx, Esq. Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. 0 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 (000) 000-laws0000 Notwithstanding the foregoing, this Section shall not release the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing Company from any obligation expressly set forth in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingAgreement.
Appears in 1 contract
Samples: Settlement Agreement (Onesoft Corp)
Release of Claims. In exchange for receipt Xxxxx agrees that, in consideration of the severance benefits (described above, she will, and hereby does, forever and irrevocably release and discharge the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiariesofficers, directors, employees, independent contractors, agents, affiliates, parents, or affiliated corporationssubsidiaries, past and presentdivisions, and each of thempredecessors, as well as each of its and their assigneesemployee benefit plans, successorspurchasers, directors, officers, stockholders, partnersassigns, representatives, insurers, attorneys, agents or employees, past or present, or any of them successors and successors in interest (individually and collectively, herein collectively referred to as “Releasees”), ) from and with respect to any and all claims, agreementsactions, causes of action, damages of any kind, demands, debts, defenses, grievances, obligations, demands contracts, promises, judgments, expenses, compensation and causes of actionliabilities, known or unknown, suspected whatsoever which she now has, has had, or unsuspectedmay have, arising out of whether the same be at law, in equity, or mixed, in any way connected with eventsarising from or relating to any act, acts, conductoccurrence, or omissions occurring at any time prior to and including transaction on or before the date Executive signs of this releaseAgreement, including without limiting limitation her employment and separation of employment from the generality of Company. This is a General Release. Xxxxx expressly acknowledges that this General Release includes, but is not limited to, Xxxxx’x intent to release the foregoing, Company from any claim relating to her employment at the Company, including, but not limited to, tort and contract claims, wrongful discharge claims, pension claims, employee benefit claims, claims for severance paypay or benefits, profit sharingworkers’ compensation claims, arbitration claims, statutory claims, compensation or bonus claims, injunction claims, claims for damages, claims under any state, local or similar benefitfederal wage and hour law or wage payment or collection law, equity-and claims of discrimination, retaliation or harassment based awards and/or dividend equivalents thereonon age, pensionrace, retirementcolor, life insurancesex, health or medical insurance religion, handicap, disability, national origin, ancestry, citizenship, marital status, sexual orientation, genetic information or any other fringe benefit, or disabilityprotected basis, or any other claimsclaim of employment discrimination, agreementsretaliation or harassment under the Age Discrimination In Employment Act (29 U.S.C. §§ 626 et seq., obligations“ADEA”), demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Acts of 1964 and 1991 as amended (42 U.S.C. §§ 2000e et seq.), the Employee Retirement Income Security Act (29 U.S.C. §§ 1001 et seq.), the Consolidated Omnibus Budget Reconciliation Act of 19641985 (29 U.S.C. §§ 1161 et seq.), the Americans with With Disabilities ActAct (42 U.S.C. §§ 12101 et seq.), the Rehabilitation Act of 1973 (29 U.S.C. §§ 701 et seq.), the Family and Medical Leave Act (“FMLA”) (29 U.S.C. §§ 2601 et seq.), the Fair Labor Standards Act (29 U.S.C. §§ 201 et seq.), the Annotated Code of Maryland, and any other law, statute, regulation or ordinance prohibiting employment discrimination or governing employment. The Parties agree that this General Release provision, and the convent not to xxx provision below, survives and remains in full force and effect in the event the Company or any other federal, state Releasee institutes an action or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) proceeding against Xxxxx for breach of any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in provision of this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingAgreement.
Appears in 1 contract
Release of Claims. In exchange for receipt Specifically in consideration of the severance pay and benefits described in Section 2, to which you would not otherwise be entitled, by signing this Agreement you, for yourself and anyone who has or obtains legal rights or claims through you, agree to the following:
a. Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California (see Section 3.f. below), you hereby do release and forever discharge the “Severance Benefits”Released Parties” (as defined in Section 3.e. below) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases of and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all manner of claims, agreementsdemands, obligationsactions, demands and causes of action, administrative claims, liability, damages, claims for punitive or liquidated damages, claims for attorney’s fees, costs and disbursements, individual or class action claims, or demands of any kind whatsoever, you have or might have against them or any of them, whether known or unknown, suspected in law or unsuspectedequity, contract or tort, arising out of or in any way connected connection with events, acts, conductyour employment with the Company, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality termination of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefitthat employment, or disabilityotherwise, and however originating or any other claimsexisting, agreements, obligations, demands and causes from the beginning of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to time through the date of your signing this release, includingAgreement.
b. This release includes, without limiting the generality of the foregoing, any claim claims you may have for wages, bonuses, commissions, penalties, compensation, deferred compensation, vacation pay, equity rights (including all rights to stock options granted to you under the Company’s 2010 Equity Incentive Plan, as amended, the Company’s 2004 Stock Incentive Plan, as amended and the Company’s 2003 Stock Option Plan, as amended and all rights to any other stock options to acquire the Company’s common (whether granted pursuant to any stock or equity incentive plan or otherwise), other paid time off, separation pay or benefits, defamation, invasion of privacy, negligence, emotional distress, breach of contract, estoppel, improper discharge (based on contract, common law, or statute, including any federal, state or local statute or ordinance prohibiting discrimination or retaliation in employment), violation of the United States Constitution, the California Constitution, the California Fair Employment and Housing Act, Cal. Gov’t Code § 12900 et seq., California Family Rights Act, Cal. Gov’t Code § 12945.1, et seq., the California Xxxxx Civil Rights Act, Cal. Civ. Code §§ 51-54.3, California Discrimination in Payment on Basis of Sex, Cal. Lab. Code §§ 1197.5, 1199 and 1199.5, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., Title VII of the Civil Rights Act of 1964Act, 42 U.S.C. § 2000e et seq., the Americans with Disabilities Xxxxxxxxxxxx Xxx, 00 X.X.X. § 00000 et seq., the Employee Retirement Income Security Act of 1976, 29 U.S.C. § 1001 et seq., the Family and Medical Leave Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectively29 U.S.C. § 2601 et seq., the “Claims”Worker Adjustment and Retraining Notification Act, 29 U.S.C. 210l, et seq., the Xxxxxxxx-Xxxxx Act of 2002, any waivable claim arising under California codes, and any claim for retaliation, harassment or discrimination based on sex, pregnancy, race, color, religion, creed, age, national origin, ancestry, disability (physical or mental), marital status, sexual orientation or affectional preference, genetic information, military status or discharge, or other protected class, or sexual or other harassment. Notwithstanding You hereby waive any and all relief not provided for in this Agreement. You understand and agree that, by signing this Agreement, you waive and release any past, present, or future claim to employment with the aboveCompany.
c. If you file, howeveror have filed on your behalf, Executive a charge, complaint, or action, you agree that the payments and benefits described above in Section 2 is in complete satisfaction of any and all claims in connection with such charge, complaint, or action and you waive, and agree not to take, any award of money or other damages from such charge, complaint, or action.
d. You are not, by signing this Agreement, releasing or waiving (1) any claims that cannot be waived under applicable state vested interest you may have in the Company’s Amended and Restated 2012 Change of Control Payment Plan, as amended, or federal lawin any 401(k) or profit sharing plan by virtue of your employment with the Company, (2) any rights Executive or claims that may have to indemnification (including, without limitation, under arise after the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise)Agreement is signed, (3) vested rights or the post-employment payments and benefits specifically promised to you under Executive’s 401k or other plansSections 1 and 2 of this Agreement, or (4) Executive’s workers’ the right to institute legal action for the purpose of enforcing the provisions of this Agreement, (5) any rights you have under workers compensation laws, (6) any rights andyou have under state unemployment compensation benefits laws, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before (7) the right to file a charge with a governmental agency such as the Equal Employment Opportunity Commission (“EEOC”), although, as noted above, you waive, and agree not to take, any award of money or Department of Labor. In additionother damages if you file such a charge or have a charge filed on your behalf, nothing (8) the right to testify, assist, or participate in an investigation, hearing, or proceeding conducted by a governmental agency, including the EEOC, or (9) any rights you have under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”).
e. The “Released Parties,” as used in this release Agreement, shall prevent Executive from challenging mean Talon Therapeutics, Inc. and its validity parent, subsidiaries, divisions, insurers, if any, and its and their present and former officers, directors, shareholders, trustees, employees, agents, attorneys, representatives and consultants, and the successors and assigns of each, whether in a legal their individual or administrative proceedingofficial capacities, and the current and former trustees or administrators of any pension or other benefit plan applicable to the employees or former employees of the Company, in their official and individual capacities.
Appears in 1 contract
Samples: Separation Agreement and Release (Talon Therapeutics, Inc.)
Release of Claims. In exchange for receipt consideration of the severance Company entering into this Agreement and the promises and benefits provided herein, the Employee hereby fully, forever, irrevocably and unconditionally releases, remises and discharges the Company and its current and former officers, directors, stockholders, corporate affiliates, subsidiaries, predecessors, successors, agents, employees and attorneys (the “Severance BenefitsReleased Parties”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands actions and causes of action, whether now known or unknown, suspected that Employee has or unsuspectedat any other time had, or shall or may have against those Released Parties based upon or arising out of any matter, cause, fact, thing, act or in any way connected with events, acts, conduct, omission whatsoever occurring or omissions occurring existing at any time prior up to and including the date Executive signs Effective Date of this releaseAgreement, including without limiting the generality of the foregoingincluding, but not limited to, any claim for severance pay, profit sharing, bonus common law or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health statutory claims relating to Employee’s employment or medical insurance termination from employment such as claims of wrongful termination in violation of public policy or under any other fringe benefittheory, or disabilitybreach of contract, fraud, negligent misrepresentation, defamation, infliction of emotional distress, or any other claimstort claim; claims of discrimination or harassment based upon national origin, agreementsrace, obligationsage, demands and causes of actionsex, known disability, sexual orientation or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim retaliation under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Americans with With Disabilities Act, or any other applicable Federal, State, or local law prohibiting discrimination; claims under the federal Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act or any other federal, state or local law, regulationrule, constitutionregulation or ordinance that is applicable to Employee’s employment with the Company; or claims for vacation, ordinance sick or personal leave pay, short term or long term disability benefits, or payment pursuant to any practice, policy, handbook or manual of the Company. Employee acknowledges that she has no lawsuits, claims or actions pending in Employee’s name or behalf against the Released Parties, and also expressly waives any and all remedies that may be available under any statute or the common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under back pay, front pay, other damages, attorney’s fees, court costs and reinstatement. Employee’s release of claims does not apply to those actions or proceedings that are not waivable by law, any claims which arise after the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plansEffective Date of this Agreement, or (4) Executive’s workers’ compensation rights andto a charge filed with an administrative agency empowered to investigate those claims; however, provided furthersubject to applicable law, that nothing in this Agreement shall prevent Executive Employee specifically waives any right to recover money damages or relief of any kind which may result from filing, cooperating with, or participating in the filing of a charge with any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingagency.
Appears in 1 contract
Samples: Separation Pay Agreement and General Release (Compuware Corp)
Release of Claims. In exchange for receipt Except as otherwise set forth in this Agreement, you hereby release, acquit and forever discharge each of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases Companies and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presenttheir respective affiliates, and each of themtheir successors and assigns, as well as each of its and their assigneesany and all current, successors, former and future directors, officers, stockholders, partners, representatives, insurersagents, attorneys, agents or employeesservants, past or presentemployees and shareholders thereof, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreementsliabilities, obligationsdemands, demands and causes of action, costs, expenses, attorneys' fees, damages and obligations of every kind and nature, in law, equity or otherwise, known or and unknown, suspected or and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date hereof, including but not limited to any and all: (a) claims and demands directly or indirectly arising out of or in any way connected with eventsyour employment; (b) claims or demands related to salary, actsbonuses, conductcommissions, or omissions occurring at any time prior to and including the date Executive signs this releasestock, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilitystock options, or any other claimsownership interests in any of the Companies, agreementsvacation pay, obligationsfringe benefits, demands and causes expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; (c) claims pursuant to any federal, state or local law or cause of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior including but not limited to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended ("ADEA"), the Americans with Disabilities ActAct of 1990, as amended, tort law, contract law, wrongful discharge, discrimination, fraud, defamation, emotional distress and breach of the implied covenant of good faith and fair dealing; and (d) claims or demands for future damages based on the alleged continuation of the effects of any such past agreements, events, acts or conduct. The foregoing shall not release the Companies from any claim for indemnification by the Companies arising as a result of your service as an officer and/or director of the Companies (or as a fiduciary of any benefit plan of the Companies) under the Companies' s Bylaws, Charter, by contract or as required by applicable law, or for benefits from any other federal, state applicable liability insurance coverage for officers and/or directors (or local law, regulation, constitution, ordinance or common law (collectively, fiduciaries of benefit plans) of the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingCompanies.
Appears in 1 contract
Release of Claims. In exchange You hereby agree and acknowledge that by signing this letter and accepting the Severance Pay and Benefits to be provided to you, and other good and valuable consideration provided for receipt in this Agreement, you are waiving and releasing your right to assert any form of legal claim against the severance benefits Company(1) whatsoever for any alleged action, inaction or circumstance existing or arising from the beginning of time through the Separation Date. Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (the jointly referred to as “Severance BenefitsClaims”) described in <insert name>’s against the Company seeking any form of relief including, without limitation, equitable relief (“Executive”whether declaratory, injunctive or
(1) Employment Agreement dated [ ]For the purposes of this section, 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (parties agree that the term “Company”)” shall include ImmunoGen, Inc., its divisions, affiliates, parents and subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successorsrespective officers, directors, officers, stockholders, partners, representatives, insurers, attorneysemployees, agents or employees, past or present, or any of them (individually and collectively, “Releasees”assigns. otherwise), from and with respect to the recovery of any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance damages or any other fringe benefitform of monetary recovery whatsoever (including, or disabilitywithout limitation, or back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other claimscosts) against the Company, agreements, obligations, demands and causes of for any alleged action, known inaction or unknowncircumstance existing or arising through the Separation Date. Without limiting the foregoing general waiver and release, suspected or unsuspected resulting you specifically waive and release the Company from any act Claim arising from or omission by related to your employment relationship with the Company or on the part of Releasees committed or omitted prior to the date of this releasetermination thereof, including, without limiting limitation:
(i) Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the generality Separation Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Acts of the foregoing1866 and 1871, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Massachusetts or other state statute.
(ii) Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Separation Date) relating to wages, hours or any other federalterms and conditions of employment. Without limitation, state or local law, regulation, constitution, ordinance or common law (collectivelyspecifically included in this paragraph are any Claims arising under the Fair Labor Standards Act, the “Claims”). Notwithstanding Family and Medical Leave Act of 1993, the aboveNational Labor Relations Act, howeverthe Employee Retirement Income Security Act of 1974, Executive is not releasing the Consolidated Omnibus Budget Reconciliation Act of 1985 (1COBRA) and any claims that cannot be waived similar Massachusetts, New York or other state statute.
(iii) Claims under applicable any state or federal law, (2) rights Executive may have to indemnification (common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence.
(iv) Any other Claim arising under local, state or federal law. Notwithstanding the foregoing, this section does not release the Company from any obligation expressly set forth in this Agreement. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the Severance Pay being provided to you under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in terms of this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingAgreement.
Appears in 1 contract
Samples: Separation Agreement (Immunogen Inc)
Release of Claims. In exchange for receipt of the severance benefits (consideration under this Agreement to which you would not otherwise be entitled, including but not limited to the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (you hereby generally and completely release the “Employment Agreement”)Company and its parent or subsidiary entities, Executive hereby releases successors, predecessors and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentaffiliates, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholdersemployees, partnersshareholders, representativesagents, attorneys, insurers, attorneys, agents or employees, past or present, or any of them (individually affiliates and collectively, “Releasees”)assigns, from and with respect to any and all claims, agreements, liabilities and obligations, demands both known and causes of action, known or unknown, suspected that arise from or unsuspected, arising out of or are in any way connected with related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs you sign this releaseAgreement. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (b) all claims related to your compensation or benefits from the Company, including without limiting the generality of the foregoingsalary, any claim for severance bonuses, commissions, vacation pay, profit sharingexpense reimbursements, bonus or similar benefitseverance payments, equity-based awards and/or dividend equivalents thereonfringe benefits, pensionstock, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilitystock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, agreementsincluding but not limited to claims for fraud, obligationsdefamation, demands emotional distress, and causes discharge in violation of actionpublic policy; and (e) all federal, known state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or unknown, suspected or unsuspected resulting from any act or omission by or on other claims arising under the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities ActAct of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), and the California Fair Employment and Housing Act (as amended). You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any other person or entity, against the Company or any other federal, state person or local law, regulation, constitution, ordinance or common law (collectively, entity subject to the “Claims”)release granted in this paragraph. Notwithstanding anything in this paragraph, you are not hereby releasing the above, however, Executive is not releasing (1) Company from any claims that cannot be waived under applicable state or federal law, (2) rights Executive obligation it may otherwise have to indemnification (including, without limitation, under indemnify you for your acts within the Executive’s indemnification agreement course and scope of your employment with the Company, nor from any obligations undertaken by the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing Company in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingAgreement.
Appears in 1 contract
Release of Claims. In exchange for receipt consideration of the severance benefits conferred by this AGREEMENT, EXECUTIVE (the ON BEHALF OF [HIMSELF/HERSELF], [HIS/HER] HEIRS, ASSIGNS, EXECUTORS AND OTHER REPRESENTATIVES) RELEASES FCB AND ITS PAST, PRESENT AND FUTURE PARENTS, SUBSIDIARIES, AFFILIATES, AND THEIR PREDECESSORS, SUCCESSORS, ASSIGNS, AND ITS PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, EXECUTIVES, OWNERS, INVESTORS, SHAREHOLDERS, ADMINISTRATORS, BUSINESS UNITS, EXECUTIVE BENEFIT PLANS (TOGETHER WITH ALL PLAN ADMINISTRATORS, TRUSTEES, FIDUCIARIES AND INSURERS), AND AGENTS (“Severance BenefitsRELEASEES”) described FROM ALL CLAIMS AND WAIVES ALL RIGHTS, KNOWN OR UNKNOWN, [HE/SHE] MAY HAVE OR CLAIM TO HAVE IN EACH CASE RELATING TO [HIS/HER] RELATIONSHIP WITH FCB, OR [HHIS/HER] SEPARATION THEREFROM arising before the execution of this Agreement by Executive, including but not limited to claims: (i) for discrimination, harassment or retaliation arising under any federal, state or local laws, or the equivalent laws of an foreign country, prohibiting age (including but not limited to claims under the Age Discrimination in <insert name>’s Employment Act of 1967 (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment AgreementADEA”), Executive hereby releases as 1To be revised based on facts and discharges circumstances at time of execution. xxxxxxxxxxxxx.xxx amended, and covenants not to sxx Nxxxxx Corporation the Older Worker Benefit Protection Act of 1990 (“OWBPA”)) (the release of ADEA and OWBPA claims shall collectively be referred to herein as the “CompanyADEA Release”), its subsidiariessex, parentssexual orientation, gender identity, transgender status, national origin, race, color, religion, disability, genetic information, veteran status or other protected class discrimination, harassment or retaliation; (ii) for compensation and/or benefits including but not limited to claims under the Fair Labor Standards Act of 1938 (FLSA), as amended, the Employee Retirement Income Security Act of 1974, as amended (ERISA), the Family and Medical Leave Act, as amended (FMLA), and similar federal, state, and local laws, or affiliated corporations, past and present, and each the applicable laws of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them foreign country; (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim iii) under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, or any other federal, state or local law, regulationor the applicable laws of any foreign country, constitutionof any nature whatsoever, ordinance including but not limited to constitutional, statutory, contractual and common law; and (iv) for attorneys’ fees. Executive specifically waives [hisher] right to bring or common participate in any class or collective action against FCB. Provided, however, that this release does not apply to claims by Executive: (aa) for workers’ compensation benefits or unemployment benefits filed with the applicable state agencies; (bb) for vested pension or retirement benefits including under FCB’s 401(k) or money purchase pension plan; (cc) to continuation coverage under COBRA, or equivalent applicable law; (dd) to rights that cannot lawfully be released by a private settlement agreement; (ee) to enforce, or for a breach of, this Agreement; (ff) to payment of salary and paid time off to the extent earned prior to Executive’s date of termination; (gg) to reimbursement of any medical expenses that Executive or [his/her] eligible dependents may have incurred, for which Executive has submitted or will submit a claim, and which is reimbursable under the terms of any applicable medical plan sponsored by the Company in which Executive and/or [his/her] dependents are enrolled; (hh) to reimbursement of business expenses in accordance with applicable Company policy; (ii) to vested equity compensation awards (including any such awards that vest by virtue of Executive’s termination of employment) and deferred compensation previously granted or deferred under an applicable Company plan which rights, following execution of this Agreement, will continue to be governed by and subject to the terms and conditions of the applicable plan; (jj) to seek or receive unemployment compensation benefits or other government mandated benefits; (kk) to indemnification (and advancement of expenses) to the maximum extent permitted by law and provided in the Company’s and its affiliates’ by-laws and to directors and officers insurance coverage; or (jj) amounts of the Special Bonus due under the Special Bonus section of the Letter Agreement (collectively, the “Reserved Claims”). Notwithstanding For the above, howeverpurpose of implementing a full and complete release and discharge, Executive expressly acknowledges that this Agreement is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have intended to indemnification (includinginclude in its effect, without limitation, under all claims which [he/she] does not know or suspect to exist in [his/her] favor at the Executive’s indemnification agreement with the Companytime of execution hereof, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, contemplated the extinguishment of any such claim or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingclaims.
Appears in 1 contract
Samples: Merger Agreement (First Citizens Bancshares Inc /De/)
Release of Claims. In exchange for receipt of the severance benefits and other consideration the Company is offering to provide to me pursuant to that certain transition and release agreement between me and the Company dated June __, 2009 (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive I hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (release the “Company”), its subsidiariessuccessors, predecessors, parents, or affiliated corporationssubsidiaries, past and presentaffiliates, and each of them, as well as each of its and their assignees, successorssuch entities’ officers, directors, officersagents, stockholdersservants, partners, representatives, insurersemployees, attorneys, agents or employeesshareholders, past or present, or any of them and assigns (individually and collectively, the “ReleaseesReleased Parties”), of and from and with respect to any and all claims, agreementsliabilities, obligationsdemands, demands and causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known or and unknown, suspected or and unsuspected, arising out of or in any way connected with related to events, acts, conduct, acts or omissions occurring at any time prior up to and including the date Executive signs I sign this releaseTransition Date Release (the “Final Release”). This release of claims includes, including without limiting but is not limited to: (a) all claims directly or indirectly arising out of or in any way connected with my employment with the generality Company or the termination of the foregoingthat employment; (b) all claims or demands related to salary, any claim for bonuses, fees, retirement contributions, profit-sharing rights, commissions, stock, stock options, vacation pay, fringe benefits, expense reimbursements, severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claimsform of compensation or benefit; and (c) all claims pursuant to any federal, agreementsstate or local law, obligations, demands and causes statute or cause of action, known or unknown, suspected or unsuspected resulting from action in any act or omission by or on the part of Releasees committed or omitted prior to the date of this releasejurisdiction, including, without limiting but not limited to, the generality of the foregoing, any claim under Title VII of the federal Civil Rights Act of 1964, the federal Americans with Disabilities Act of 1990, the California Fair Employment and Housing Act, or any other federalthe federal Age Discrimination in Employment Act of 1967 (“ADEA”), state or local the California Labor Code, Delaware law, regulationfederal securities law, constitutiontort law, ordinance or common law (collectivelycontract law, wrongful discharge, discrimination, harassment, fraud, defamation, emotional distress, and breach of the “Claims”)implied covenant of good faith and fair dealing. Notwithstanding the aboveforegoing, however, Executive is I am not releasing releasing: (1i) any rights I have under the Agreement or the agreements incorporated therein by reference; (ii) any rights or claims that cannot be waived for indemnification I may have pursuant to any written indemnification agreement to which I am a party or intended third-party beneficiary, the articles or bylaws of the Company or under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, ; or (4iii) Executive’s workers’ compensation any rights andwhich are not waivable as a matter of law. In addition, provided further, I understand that nothing in this Agreement shall prevent Executive release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I acknowledge and agree that I shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released herein. In additionI hereby represent and warrant that, nothing other than the Excluded Claims, I are not aware of any claims I have or might have against any of the Company Parties that are not included in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingthe Released Claims.
Appears in 1 contract
Release of Claims. A. In exchange for receipt of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment consideration provided herein, you agree to, and by signing this Agreement dated [ ]do, 2020 (the “Employment Agreement”), Executive hereby releases forever waive and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, release Quiksilver and each of themits affiliated or related entities, as well as each of its and their assigneesdivisions, successorssubsidiaries, foundations, licensees, shareholders, officers, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or presentagents, or any of them successors and assigns (individually and collectively, “ReleaseesReleased Parties”), from all known and with respect to any and all unknown claims, rights, actions, complaints, charges, liabilities, obligations, promises, agreements, obligations, demands and causes of action, known or unknownsuits, suspected or unsuspecteddemands, arising out damages, costs, losses, debts, and expenses of or in any way connected with eventsnature whatsoever which you ever had, acts, conductnow have, or omissions occurring at may claim to have against any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this releaseReleased Parties, including, without limiting the generality of the foregoinglimitation, any claim under arising out of (i) any aspect of your employment or the termination of your employment with the Company; (ii) any restrictions on the right of Quiksilver to terminate your employment or any employment agreement with you; (iii) any agreement, understanding or inducement, oral or written, express or implied, between you and any of the Released Parties, including any employment agreement (including, without limitation, that certain agreement dated May 25, 2005, and amended December 21, 2006); (iv) any stock options or restricted stock (other than as provided in Paragraph 3 of this Agreement); and/or (v) any federal, state or governmental constitution, statute, regulation or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Age Discrimination in Employment Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectively, and the “Claims”). Notwithstanding the aboveCalifornia Fair Employment and Housing Act; provided, however, Executive is that this release does not releasing (1a) any affect rights or claims that cannot be waived under applicable state or federal lawmay arise after the date it is executed, (2b) waive rights Executive or claims arising out of this Agreement, or (c) waive any rights you may have to indemnification (including, without limitationindemnity, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and Labor Code § 2802 or otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this the Released Parties hereby agree to forever waive and release shall prevent Executive you from challenging its validity in a legal all known and unknown claims, rights, actions, complaints, charges, liabilities, obligations, promises, agreements, causes of action, suits, demands, damages, costs, losses, debts, and expenses of any nature whatsoever which they ever had, now have, or administrative proceedingmay claim to have against you.
B. Further, each party waives and relinquishes all rights and benefits they may have under Section 1542 of the California Civil Code. Section 1542 reads as follows:
Appears in 1 contract
Release of Claims. In exchange for receipt of the severance benefits (consideration under this Agreement to which you would not otherwise be entitled, including but not limited to the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]Severance, 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentHealth Insurance Reimbursement, and each of themthe Laptop, as well as each of you hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities (along with their predecessors and successors) and their assignees, successors, directors, officers, stockholdersemployees, shareholders, partners, representativesagents, attorneys, insurers, attorneys, agents or employees, past or present, or any of them (individually affiliates and collectively, “Releasees”)assigns, from and with respect to any and all claims, agreements, liabilities and obligations, demands both known and causes of action, known or unknown, suspected that arise from or unsuspected, arising out of or are in any way connected with related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs you sign this releaseAgreement. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to your employment with the Company or the termination of that employment;
(b) all claims related to your compensation or benefits from the Company, including without limiting the generality of the foregoingsalary, any claim for severance bonuses, commissions, vacation pay, profit sharingexpense reimbursements, bonus or similar benefitseverance payments, equity-based awards and/or dividend equivalents thereonfringe benefits, pensionstock, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilitystock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, agreementsincluding but not limited to claims for fraud, obligationsdefamation, demands emotional distress, and causes discharge in violation of actionpublic policy; and (e) all federal, known state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or unknown, suspected or unsuspected resulting from any act or omission by or on other claims arising under the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law Act of 1990 (collectivelyas amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ClaimsADEA”), the California Labor Code, and the California Fair Employment and Housing Act. Notwithstanding the aboveforegoing, however, Executive is you are not hereby releasing (1) the Company from any claims that cannot be waived under applicable state obligation it has undertaken in this Agreement or federal law, (2) rights Executive any obligation it may otherwise have to indemnification (includingindemnify you for your acts within the course and scope of your employment with the Company, without limitationpursuant to the articles and bylaws of the Company, under the Executive’s indemnification any fully executed written agreement with the Company, the Company’s by-lawsor applicable law. You represent that you have no lawsuits, the Company’s D&O insurance and otherwise), (3) vested rights claims or benefits under Executive’s 401k or other plansactions pending in your name, or (4) Executive’s workers’ compensation rights andon behalf of any other person or entity, provided further, that nothing against the Company or any other person or entity subject to the release granted in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingparagraph.
Appears in 1 contract
Release of Claims. In exchange for receipt Except as specified in paragraphs 3, 4, 5, 6, and 8 above and as contemplated by paragraph 3 above, any accrued vested benefits available to you under the express terms and conditions of any employee benefit plan maintained by the Company, and your right to continue medical coverage at your own expense pursuant to section 4980B of the severance benefits Internal Revenue Code of 1986, as amended, you, on behalf of yourself and your family, agents, representatives, heirs, executors, trustees, administrators, successors and assigns (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment AgreementReleasors”), Executive hereby releases irrevocably and discharges unconditionally release, settle, cancel, acquit, discharge and covenants acknowledge to be fully satisfied, and covenant not to sxx Nxxxxx Corporation (xxx the “Company”), Company and each of its subsidiaries, parentsaffiliates, or affiliated corporations, past successors and presentassigns, and each of them, as well as each of its and their assignees, successors, directors, officersrespective predecessors, stockholders, partners, representativesmembers, insurersdirectors, attorneysmanagers, officers, employees, agents or employeesother representatives, past or present, or any and employee benefit plans of them the Company (individually including current and former trustees and administrators of these plans) (collectively, the “Releasees”), ) from and with respect to any and all claims, agreementscontractual or otherwise, obligationsdemands, demands and costs, rights, causes of action, charges, debts, liens, promises, obligations, complaints, losses, damages and all liability of whatever kind and nature, whether known or unknown, suspected and hereby waive any and all rights that he, she or unsuspectedit may have from the beginning of time up to and including the time of signing this Agreement and ten (10) days thereafter if you do not revoke this Agreement as provided for in paragraph 18(i) of this Agreement, arising out or that otherwise may exist or may arise in respect of work performed before your employment, your employment or separation from employment with the Company, or is in any way connected with eventsor related to any applicable compensatory or benefit plan, actsprogram, conduct, policy or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this releasearrangement, including, without limiting the generality of the foregoingbut not limited to, any claim claims arising under any federal, state, or local laws, including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Equal Pay Act, the Americans with Disabilities Act of 1990, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Workers Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, California Business and Professions Code, the California Constitution, the California Labor Code (including, without limitation, Section 132a), the California Civil Code and the California Family Rights Act, or any tort, contract, or alleged violation of any other legal obligation and any and all other federal, state or local laws, regulations, ordinances or public policies and any common law or equity claims, or claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and any of its affiliates and yourself, now or hereafter recognized, including claims for wrongful discharge, slander and defamation, as well as all claims for counsel fees and costs. In addition, in consideration of the promises and covenants of the Company, you, on behalf of yourself and the other Releasors, further agree to waive any and all rights under the laws of any jurisdiction in the United States, or any other country, that limit a general release to any of the foregoing actions, causes of action, claims or charges that are known or suspected to exist in your favor as of the date you execute this Agreement. IN THIS CONNECTION, YOU UNDERSTAND AND AGREE AS PART OF THE INDUCEMENT FOR THE CONSIDERATION GIVEN FOR THIS RELEASE THAT YOU ARE SPECIFICALLY WAIVING AND RELINQUISHING ALL RIGHTS AND BENEFITS AFFORDED BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. YOU ACKNOWLEDGE THAT YOU UNDERSTAND THE SIGNIFICANCE OF THIS RELEASE OF UNKNOWN CLAIMS HEREUNDER AND THIS WAIVER OF STATUTORY PROTECTION AGAINST THE RELEASE OF SUCH UNKNOWN CLAIMS. Anything to the contrary notwithstanding in this Agreement, nothing herein shall release any Releasee from any claims and/or damages based on (a) any right or claim that arises after the date you execute this Agreement pertaining to a matter that arises after such date, (b) any right you may have to pension benefits, health care or similar benefits pursuant to applicable law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1c) any right you may have to enforce this Agreement or (d) any right you may have to be indemnified by the Company to the extent such indemnification is permitted by applicable law or the by-laws of the Company. By signing this Agreement and accepting the benefits provided, you agree that, except for any claims that canexpressly excluded from this release, you will not be waived under applicable hereafter pursue any individual claims (whether brought by you, an administrative agency, or any other person on your behalf or which includes you in any class) against the Company or any other Releasee by means of a lawsuit, complaint, charge or otherwise, in any state or federal lawcourt or before any state or federal agency, (2) rights Executive may have to indemnification (including, without by way of example and not limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Commission, the Department of Labor. In additionLabor or any state Human Rights Agencies, nothing in for or on account of anything, whether known or unknown, foreseen or unforeseen, which has occurred up to the effective date of this release shall prevent Executive from challenging its validity in a legal or administrative proceedingAgreement.
Appears in 1 contract
Release of Claims. a. In exchange for receipt the commitments of the severance benefits (the “Severance Benefits”) described Company as set forth in <insert name>’s (“Executive”) Employment Agreement dated [ ]this Agreement, 2020 (the “Employment Agreement”)which Executive acknowledges and agrees provide consideration to which Executive would not otherwise be entitled, Executive hereby releases agrees to release and discharges discharge unconditionally the Company and covenants not to sxx Nxxxxx Corporation (the “Company”), any of its past or present subsidiaries, parentsaffiliates, or affiliated corporationsrelated entities, predecessors, merged entities and parent entities, benefit plans, and all of their respective past and present, and each of them, as well as each of its and their assignees, successorspresent officers, directors, officers, stockholders, partnersemployees, benefit plan administrators and trustees, agents, attorneys, insurers, representatives, insurersaffiliates, attorneys, agents or employees, past or present, or any and all of them their respective successors and assigns (individually and collectively, the “ReleaseesCompany Released Parties”), from and with respect to any and all claims, agreementsactions, causes of action, demands, obligations, demands grievances, suits, losses, debts and causes expenses (including attorney’s fees and costs), damages and claims in law or in equity of actionany nature whatsoever, known or unknown, suspected or unsuspected, arising out of or in any way connected with eventsExecutive ever had, acts, conductnow has, or omissions occurring at may ever have against any time prior Company Released Party up to and including the date day on which Executive signs this release, including without Agreement. Without limiting the generality of the foregoing, the claims Executive is waiving include, but are not limited to, (a) any claim for severance payclaims, profit sharingdemands, bonus and causes of action alleging violations of public policy, or similar benefitof any federal, equity-based awards and/or dividend equivalents thereonstate, pensionor local law, retirementstatute, life insuranceregulation, health executive order, or medical insurance ordinance, or of any duties or other obligations of any kind or description arising in law or equity under federal, state, or local law, regulation, ordinance, or public policy having any bearing whatsoever on the terms or conditions of Executive’s employment with or by the Company or the termination or resignation of Executive’s employment with the Company or any association or transaction with or by the Company; (b) all claims of discrimination or harassment on the basis of sex, race, national origin, religion, sexual orientation, disability, veteran status or any other fringe benefitlegally protected category, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim retaliation; (c) all claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the Genetic Information Nondiscrimination Act, 42 U.S.C. § 1981, as amended, and all other federal, state and local fair employment and anti-discrimination laws, all as amended; (d) all claims under the Worker Adjustment and Retraining Notification Act and similar state and local statutes, all as amended; (e) all claims under the National Labor Relations Act, as amended; (f) all claims under the Family and Medical Leave Act and other federal, state and local leave laws, all as amended; (g) all claims under the Employee Retirement Income Security Act (except with respect to accrued vested benefits under any retirement or 401(k) plan in accordance with the terms of such plan and applicable law); (h) all claims under the Saxxxxxx-Xxxxx Xct of 2002, the False Claims Act, the Doxx-Xrxxx Xxxx Xtreet Reform and Consumer Protection Act, the Securities Exchange Act of 1934, the Commodity Exchange Act, the Consumer Financial Protection Act, the American Recovery and Reinvestment Act, the Foreign Corrupt Practices Act, and the EU Competition Law; (i) all claims of whistleblowing and retaliation under federal, state and local laws; (j) all claims under any principle of common law or sounding in tort or contract; (k) all claims concerning any right to reinstatement; and (l) all claims for attorneys’ fees, costs, damages or other relief (monetary, equitable or otherwise), whether under federal, state or local law, regulationwhether statutory, constitution, ordinance regulatory or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (includingthe fullest extent permitted by law. Further, without limitation, under each of the Executive’s indemnification agreement with the Company, the Company’s bypersons and entities released herein is intended to and shall be a third-laws, the Company’s D&O insurance and otherwise), (3) vested rights party beneficiary of this Agreement. This release of claims does not affect or benefits under Executive’s 401k or other plans, or (4) Executive’s waive any claim for workers’ compensation benefits, unemployment benefits or other legally non-waivable rights andor claims; claims that arise after Executive signs this Agreement; Executive’s rights to indemnification or advancement of expenses under the bylaws of the Company or under any applicable directors and officers liability insurance policy with respect to Executive’s liability as an employee, provided furtherdirector or officer of the Company; Executive’s right to exercise any and all Company stock options held by Executive that are exercisable as of the Termination Date during the applicable period of exercise and in accordance with all other terms of those options and the stock option plans, that agreements, and notices under which such options were granted; or Executive’s right to enforce the terms of this Agreement. Additionally, nothing in this Agreement shall prevent Executive from filing, cooperating waives or limits Executive’s right to file a charge with, provide information to or participating cooperate in any investigation of or proceeding before brought by a government agency (though Executive acknowledges Executive is not entitled to recover money or other relief with respect to the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing claims waived in this Agreement).
b. Executive represents and warrants that he has not filed any claim, charge or complaint against the Company or any of the released parties based upon any of the matters released in (a) above.
c. Executive acknowledges that the commitments of the Company under this Agreement, including the payments provided in Section 3 of this Agreement, as well as other obligations and payments which the Company was not otherwise obligated to make, constitute adequate consideration for the release shall prevent of claims set forth in this Section 6(a).
d. Executive from challenging its validity intends that this release of claims cover all claims described in a legal Section 6(a) above whether or administrative proceedingnot known to Executive. Executive further recognizes the risk that, subsequent to the execution of this Agreement, Executive may incur loss, damage or injury which Executive attributes to the claims encompassed by this release. Executive also expressly waives and relinquishes, to the fullest extent permitted by law, any and all rights he may have under California Civil Code Section 1542, or the comparable provisions of the laws of any other jurisdiction, 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.”
e. Executive represents and warrants that there has been no assignment or other transfer of any interest in any claim by Executive that is covered by the release set forth in Section 6(a).
Appears in 1 contract
Release of Claims. In exchange for receipt of (a) You hereby release and forever discharge the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, Company and each of them, as well as each of its past and their assignees, successorspresent officers, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or presentagents, or any of them (individually advisors, consultants, successors and collectively, “Releasees”), assigns from and with respect to any and all claimsclaims and liabilities of any nature by you including, but not limited to, all actions, causes of actions, suits, debts, sums of money, attorneys’ fees, costs, accounts, covenants, controversies, agreements, obligationspromises, damages, claims, grievances, arbitrations, and demands and causes of actionwhatsoever, known or unknown, suspected at law or unsuspectedin equity, by contract (express or implied), tort, pursuant to statute, or otherwise, that you now have, ever have had or will ever have based on, by reason of, or arising out of, any event, occurrence, action, inaction, transition or thing of any kind or in any way connected with events, acts, conduct, or omissions nature occurring at any time prior to and including or on the effective date Executive signs of this release, including without Release. Without limiting the generality of the foregoingabove, you specifically release and discharge any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and all claims and causes of actionaction arising, known directly or unknownindirectly, suspected or unsuspected resulting from any act or omission by or on your employment at the part Company, arising under the Employee Retirement Income Security Act of Releasees committed or omitted prior 1974 (except as to the date of this release, including, without limiting the generality claims pertaining to vested benefits under employee benefit plan(s) of the foregoingCompany), any claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Equal Pay Act, the Rehabilitation Act, the Americans with With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Minnesota Human Rights Act (the “MHRA”) or any other law, statute, ordinance, rule, regulation, decision or order pertaining to employment or pertaining to discrimination on the basis of age, alienage, race, color, creed, gender, national origin, religion, physical or mental disability, marital status, citizenship, sexual orientation or non-work activities. Payment of any amounts and the provision of any benefits provided for in this Release do not signify any admission of wrongdoing by the Company, its Subsidiaries or any of their affiliates. Notwithstanding any provision of this Release to the contrary, this Release does not include a release of claims (i) arising out of a breach of this Release or any amounts due under it, (ii) with respect to any stock options or other equity in the Company held by Executive, (iii) with respect to any rights to indemnification under any indemnification agreement with the Company and/or the Company’s governing documents, (iv) which cannot be released as a matter of law, including without limitation, claims for unemployment benefits, workers’ compensation claims, or any rights Executive may have under California Labor Code section 2802, (v) with respect to Executive’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local lawgovernmental or law enforcement branch, regulation, constitution, ordinance agency or common law entity (collectively, the a “ClaimsGovernmental Entity”). Notwithstanding the above) with respect to possible violations of any U.S. federal, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal lawlocal law or regulation, (2) rights Executive may have or otherwise make disclosures to indemnification (includingany Governmental Entity, without limitationin each case, that are protected under the Executive’s indemnification agreement whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plansapplicable law, or (4vi) with respect to Executive’s workers’ compensation right to receive an award from a Governmental Entity for information provided under any whistleblower program.
(b) You acknowledge that you have been informed by your attorneys of the provisions of Section 1542 of the California Civil Code, 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 settlement with the debtor.” In that regard, you hereby waive and relinquish all rights and, provided further, and benefits that nothing in this Agreement shall prevent Executive from filing, cooperating with, you have or participating in may have under Section 1542 of the California Civil Code or any proceeding before similar provision of the Equal Employment Opportunity Commission statutory or Department non-statutory law of Laborany other jurisdiction to the full extent that you may lawfully waive all such rights and benefits. In additionconnection with such waiver and relinquishment, nothing you acknowledge that you are aware that you may, on your own behalf or by and through your attorneys, hereafter discover claims or facts in addition to or different from those that you now know or believe to exist with respect to one or more of the parties released hereunder, but that it is your intention to finally settle and release all matters that now exist, may exist or heretofore have existed between you and all parties released hereunder. In furtherance of this release intention, the releases herein given shall prevent Executive from challenging its validity be and remain in a legal effect as full and complete general releases notwithstanding the discovery or administrative proceedingexistence of any such additional or different claims or facts by you, your attorneys or any other person.
Appears in 1 contract
Samples: Waiver of Claims, General Release and Non Solicitation Agreement (Global Eagle Entertainment Inc.)
Release of Claims. In exchange for receipt a. For and in consideration of NET’S acceptance of this Agreement and performance of its obligations under it, including the severance benefits (obligation to provide the “Severance Separation Payments and Benefits”) described in <insert name>, and on behalf of Employee and Employee’s (“Executive”) Employment Agreement dated [ ]representatives, 2020 (the “Employment Agreement”)heirs, Executive hereby releases executors, successors, administrators, and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentassignees, and each of them, as well as each Employee hereby completely releases and forever discharges NET from all claims, rights, demands, actions, obligations, liabilities, debts and causes of action of any and every kind, nature and character whatsoever, known or unknown, that Employee now may have or ever has had against NET and its and their assigneesparents, successorsaffiliates, subsidiaries, directors, officers, stockholdersemployees, partnersagents, representativessuccessors, assigns, insurers, attorneys, agents or employees, past or present, or any of them and attorneys (individually and collectively, the “ReleaseesReleased Claims”). The Released Claims include, and are not limited to, all claims arising from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, Employee’s employment by NET or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality termination of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim that employment; all claims arising under (as amended) Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. sections 1981 through 1988, the Employee Retirement Income Security Act of 1974, the Immigration Reform Control Act, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Occupational Safety and Health Act, or the California Fair Employment and Housing Act, any other federal, state or local law, regulation, constitution, ordinance or and the common law (collectively, the “of contract and tort; and any claim for costs and attorneys’ fees.
b. Released Claims”). Notwithstanding the above, however, Executive is do not releasing include:
(1) any claims for already-vested benefits under NET employee-benefit plans;
(2) claims for workers’ compensation benefits or unemployment insurance benefits; or
(3) claims that cannot be waived under applicable state by private agreement without governmental or federal judicial supervision.
c. Employee’s release of claims set forth above is intended to release all Released Claims, whether or not known by Employee. Employee therefore waives the protection of California Civil Code section 1542 or any analogous law. Section 1542 provides: 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, (2) rights Executive may which if known by him or her must have to indemnification (including, without limitation, under the Executive’s indemnification agreement materially affected his or her settlement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingdebtor.
Appears in 1 contract
Samples: Separation Agreement (Network Equipment Technologies Inc)
Release of Claims. In exchange for receipt (a) You, on behalf of yourself and your successors, heirs, assigns, executors, administrators and/or estate, hereby irrevocably and unconditionally release, acquit and forever discharge the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, divisions and related or affiliated corporations, past and presententities, and each of themtheir respective predecessors, as well as each of its successors or assigns, and their assignees, successorsthe officers, directors, officerspartners, stockholders, partnersshareholders, representatives, insurers, attorneys, employees and agents or employees, past or present, or any of them each of the foregoing (individually and collectively, “the "Releasees”"), from and with respect to any and all charges, complaints, claims, liabilities, obligations, promises, agreements, obligationscontroversies, demands and damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs actually incurred), known or unknown, suspected that directly or unsuspectedindirectly arise out of, arising out relate to or concern your employment or termination of employment with the Company ("Claims"), which you have, own or in any way connected with events, acts, conducthold, or omissions occurring at any time prior heretofore had, owned or held against the Releasees up to and including the date Executive signs on which you execute this releaseAgreement, including without limiting limitation, express or implied, all Claims for: breach of express or implied contract; promissory estoppel; fraud, deceit or misrepresentation; intentional, reckless or negligent infliction of emotional distress; breach of any express or implied covenant of employment, including the generality covenant of the foregoinggood faith and fair dealing; interference with contractual or advantageous relations; discrimination on any basis under federal, any claim for severance paystate or local law, profit sharingincluding without limitation, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, as amended, The Age Discrimination in Employment Act, as amended, and the California Fair Employment and Housing Act, Cal. Gov't. Code Sections 12940, et seq., as amended; and all claims for defamation or damaged reputation.
(b) You acknowledge that you are familiar with Section 1542 of the California Civil Code, which reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. You acknowledge and agree that you are releasing unknown claims and waive all rights that you may have under Civil Code Section 1542 or under any other federalstatute or common law principle of similar effect.
(c) You represent and warrant that you have not filed any complaints or charges asserting any Claims against the Releasees with any local, state or local lawfederal agency or court. You further represent and warrant that you have not assigned or transferred to any person or entity any Claims or any part or portion thereof.
(d) You agree that you will not hereafter pursue any Claim against any Releasee (including without limitation any claim seeking reinstatement with, regulationor damages of any nature, constitutionseverance, ordinance incentive or common law (collectivelyretention pay, the “Claims”). Notwithstanding the aboveattorney's fees, howeveror costs) by filing a lawsuit in any local, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal lawcourt for or on account of anything which has occurred up to the present time as a result of your employment or termination of employment; provided, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided furtherhowever, that nothing in this Agreement Section 3 shall prevent Executive be deemed to release the Company from filingany claims that you may have (i) under this Agreement, cooperating with(ii) for indemnification pursuant to and in accordance with applicable statutes, the by-laws of the Company and Section 4(b) of the Employment Agreement, (iii) vested pension or retirement benefits under the terms of qualified employee pension benefit plans, (iv) accrued but unpaid wages, or participating in any proceeding before (v) for excise tax payments pursuant to Section 7(d) of the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingAgreement.
Appears in 1 contract
Release of Claims. 6.1 In exchange return for receipt of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]conferred by this Agreement, 2020 (the “Employment Agreement”)which Employee acknowledges that Gardenburger has no legal obligation to provide, Executive Employee hereby releases and forever discharges and covenants not to sxx Nxxxxx Corporation (the “Company”)Gardenburger, its subsidiariespredecessors, parentssuccessors and assigns, or affiliated corporationsand its past, past and present, and each of themfuture insurers, as well as each of its and their assigneesrepresentatives, successorsofficers, trustees, shareholders, directors, officers, stockholders, partners, representativesagents, insurers, attorneys, agents or and employees, past or presentand their respective successors, or any of them assigns, executors, and administrators (individually and collectively, “the "Releasees”"), of and from and with respect to any and all claims, agreementscharges, obligationscomplaints, demands and actions, causes of action, known or unknownliability, suspected or unsuspecteddamages, arising out costs, attorney fees, expenses of or whatever nature, and demands of any kind (including without limitation those based in any way connected with eventstort, acts, conductcontract, or omissions occurring at any time prior to and including the date Executive signs this releasestatute, including without limiting the generality of the foregoinglimitation, any claim for severance payapplicable state civil rights laws, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Post-Civil War Rights Act, the Age Discrimination in Employment Act, 29 ss. USC 621 et seq, the Americans with With Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act of 1963, and any regulations under such laws) up to and including the date set forth below, whether known or unknown, foreseen or unforeseen, asserted or unasserted.
6.2 Without limitation on the foregoing, Employee hereby accepts the payments set forth herein in full settlement and satisfaction of all claims, charges, complaints, actions, causes of action, and demands against Gardenburger or any of the Releasees of every nature and kind whatsoever, known or unknown, suspected or unsuspected, past, present or future on account of or in any way related to or arising from the employment relationship existing between them or the termination of that relationship. Employee agrees that he is lawfully entitled to no payments, wages, compensation, or benefits from Gardenburger except as set forth in this Agreement, and except for any amounts to which he is entitled under the terms of Gardenburger's 401(k) plan and under the stock option agreements entered into between Gardenburger and Employee.
6.3 Employee represents that he has no claims against or relating to Gardenburger pending or filed with any local, state, or federal agency as of the date this Agreement is signed; and that if any such claims are pending or filed, they will be immediately withdrawn or dismissed. Employee agrees that he will not assert any court action, lawsuit, or any other federalclaim against Gardenburger or any other of the Releasees arising out of or in connection with any of the foregoing released claims, state including without limitation any action, lawsuit, or local law, regulation, constitution, ordinance claim arising out of or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement in connection with the Companyemployment relationship existing between Gardenburger and Employee or the termination of that relationship other than one based upon an alleged violation of this Agreement.
6.4 Gardenburger hereby releases and forever discharges Employee and his heirs, the Company’s by-lawssuccessors, the Company’s D&O insurance beneficiaries, agents, and otherwise)attorneys, and their respective successors, assigns, executors, and administrators, of and from any and all charges, complaints, actions, causes of action, liability, damages, costs, attorney fees, expenses of whatever nature, and demands of any kind (3) vested rights or benefits under Executive’s 401k or other plansincluding without limitation those based in tort, contract, or (4statute) Executive’s workers’ compensation rights and, provided further, that nothing in arising from or based on claims of which any current member of Gardenburger's Board of Directors has actual knowledge as of the date of this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingAgreement.
Appears in 1 contract
Release of Claims. In exchange (i) You hereby agree and acknowledge that by signing this letter and agreeing to the Consideration to be provided to you, and other good and valuable consideration provided for receipt in this Agreement, you are waiving your right to assert any form of legal claim against Company(1) whatsoever for any alleged action, inaction or circumstance existing or arising from the severance benefits beginning of time through the date you sign this Agreement. Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other
(1) For the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]purposes of this Section 8, 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”)” shall include EPIX Pharmaceuticals, Inc. and any of its subsidiariesdivisions, parentsaffiliates, or affiliated corporations, past subsidiaries and presentall other related entities, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past trustees, agents, successors and assigns. form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or present, or any of them (individually and collectively, “Releasees”otherwise), from and with respect to the recovery of any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance damages or any other fringe benefitform of monetary recovery whatsoever (including, or disabilitywithout limitation, or back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other claimscosts) against Company, agreements, obligations, demands and causes of for any alleged action, known inaction or unknowncircumstance existing or arising through the date you sign this Agreement. Without limiting the foregoing general waiver and release, suspected or unsuspected resulting you specifically waive and release Company from any act Claim arising from or omission by related to your employment relationship with Company or on the part of Releasees committed or omitted prior to the date of this releasetermination thereof, including, without limiting limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the generality Effective Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Acts of the foregoing1866 and 1871, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Massachusetts or other state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Effective Date) relating to wages, hours or any other federalterms and conditions of employment. Without limitation, state or local law, regulation, constitution, ordinance or common law (collectivelyspecifically included in this paragraph are any Claims arising under the Fair Labor Standards Act, the “Claims”)Family and Medical Leave Act of 1993, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any similar Massachusetts or other state statute. Notwithstanding the above, however, Executive is not releasing (1) ** Claims under any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law.
(ii) Notwithstanding the foregoing, this section does not release the Company from any obligation expressly set forth in this Agreement, does not act as a waiver or release of any claims that you cannot by law waive or release, and does not waive any of your rights to indemnification (including the right, if any, to advance of legal fees) by the Company.
(iii) This Section does not prohibit you from challenging the validity of this release under the Executive’s indemnification agreement federal Age Discrimination in Employment Act (“ADEA”), filing a charge or complaint of age discrimination with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwisefederal Equal Employment Opportunity Commission (“EEOC”), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any investigation or proceeding before conducted by the Equal Employment Opportunity Commission or Department of LaborEEOC. In addition, nothing in this release or this Agreement shall limit EPIX’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the ADEA or other laws, or seek recovery from you, to the extent permitted by law, of the Consideration provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail on the merits of a claim under the ADEA or other laws.
(iv) You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the Consideration and other benefits being provided to you under the terms of this Agreement.
(v) Nothing in this section shall be construed to deprive the parties to a determination of proportionate liability and of the judgment reduction provisions set forth in Section 21D(f)(2)(B) and 21D(f)(3) of the Securities Exchange Act of 1934, as amended. The release provided by this section shall be null and void if and only to the extent that it would otherwise prevent Executive either party hereto from challenging reducing its validity in a legal or administrative proceedinghis liability and/or amount of judgment against it or him pursuant to the foregoing proportionate liability and judgment reduction provisions.
Appears in 1 contract
Release of Claims. In exchange for receipt By signing this Agreement, Executive, on behalf of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]himself and his current, 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentformer, and each of themfuture heirs, as well as each of its and their assigneesexecutors, successors, directors, officers, stockholders, partners, representatives, insurersadministrators, attorneys, agents and assigns, releases and waives all legal claims in law or in equity of any kind whatsoever that Executive has or may have against Company, its parents, subsidiaries and affiliates, and their respective officers, directors, employees, past shareholders, members, agents, attorneys, trustees, fiduciaries, representatives, benefit plans and plan administrators, successors and/or assigns, and all persons or presententities acting by, through, under, or in concert with any or all of them (individually and collectively, the “ReleaseesReleased Parties”). This release and waiver covers all rights, from and with respect to any and all claims, agreementsactions and suits of all kinds and descriptions that Executive now has or has ever had, obligations, demands and causes of action, whether known or unknown or based on facts now known or unknown, suspected fixed or unsuspectedcontingent, arising out of or in any way connected with eventsagainst the Released Parties, acts, conduct, or omissions occurring at any time prior to and including the date that Executive signs executes this releaseAgreement, including including, without limiting the generality limitation:
a. any claims for wrongful termination, defamation, invasion of the foregoingprivacy, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilityintentional infliction of emotional distress, or any other common law claims;
b. any claims for the breach of any written, agreementsimplied or oral contract between Executive and Company, obligationsincluding but not limited to any contract of employment;
c. any claims of discrimination, demands harassment or retaliation based on such things as age, national origin, ancestry, race, religion, sex, sexual orientation, or physical or mental disability or medical condition;
d. any claims for payments of any nature, including but not limited to wages, overtime pay, vacation pay, severance pay, commissions, bonuses and causes benefits or the monetary equivalent of actionbenefits, known but not including the consideration being provided to Executive pursuant to Section 2 of this Agreement; and
e. all claims that Executive has or unknownthat may arise under the common law and all federal, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior provincial and local statutes, ordinances, rules, regulations and orders. This Agreement shall be binding upon and inure to the date benefit of this release, including, without limiting Executive and the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, or Released Parties and any other federal, state individual or local law, regulation, constitution, ordinance entity who may claim any interest in the matter through Executive. Executive also acknowledges that he has not assigned any of his rights to make the aforementioned claims or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingdemands.
Appears in 1 contract
Release of Claims. A. In exchange for receipt of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment consideration provided herein, you agree to, and by signing this Agreement dated [ ]do, 2020 (the “Employment Agreement”), Executive hereby releases forever waive and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, release Quiksilver and each of themits affiliated or related entities, as well as each of its and their assigneesdivisions, successorssubsidiaries, foundations, licensees, shareholders, officers, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or presentagents, or any of them successors and assigns (individually and collectively, “ReleaseesReleased Parties”), from all known and with respect to any and all unknown claims, rights, actions, complaints, charges, liabilities, obligations, promises, agreements, obligations, demands and causes of action, known or unknownsuits, suspected or unsuspecteddemands, arising out damages, costs, losses, debts, and expenses of or in any way connected with eventsnature whatsoever which you ever had, acts, conductnow have, or omissions occurring at may claim to have against any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this releaseReleased Parties, including, without limiting the generality of the foregoinglimitation, any claim under arising out of (i) any aspect of your employment or the termination of your employment with the Company; (ii) any restrictions on the right of Quiksilver to terminate your employment or any employment agreement with you; (iii) any agreement, understanding or inducement, oral or written, express or implied, between you and any of the Released Parties, including any employment agreement (including, without limitation, that certain agreement dated May 25, 2005, and amended December 21, 2006); (iv) any stock options or restricted stock (other than as provided in Paragraph 2 of this Agreement); (v) any outstanding awards pursuant to the Company’s Long Term Incentive Plan or Annual Incentive Plan; and/or (vi) any federal, state or governmental constitution, statute, regulation or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Age Discrimination in Employment Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectively, and the “Claims”). Notwithstanding the aboveCalifornia Fair Employment and Housing Act; provided, however, Executive is that this release does not releasing (1a) any affect rights or claims that cannot be waived under applicable state or federal lawmay arise after the date it is executed, (2b) waive rights Executive or claims arising out of this Agreement, or (c) waive any rights you may have to indemnification (including, without limitation, indemnity under the ExecutiveCompany’s By-Laws, any individual indemnification agreement with between you and the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights California Labor Code § 2802 or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Laboras otherwise required by law. In addition, nothing in except for acts or omissions that are grossly negligent or amount to willful misconduct, the Company hereby agrees to forever waive and release you from all known and unknown claims, rights, actions, complaints, charges, liabilities, obligations, promises, agreements, causes of action, suits, demands, damages, costs, losses, debts, and expenses of any nature whatsoever which it ever had, now has, or may claim to have against you. As of the date of its execution of this release shall prevent Executive from challenging its validity in a legal Agreement, the Company represents that it is not aware of any such gross negligence or administrative proceedingwillful misconduct.
B. Further, each party waives and relinquishes all rights and benefits they may have under Section 1542 of the California Civil Code. Section 1542 reads as follows:
Appears in 1 contract
Samples: Separation and Transition Agreement (Quiksilver Inc)
Release of Claims. In exchange for receipt (a) As a condition of the severance benefits Company’s willingness to enter into this Agreement and Release, and in consideration for the Separation Benefits and the agreements of the Company contained in this Agreement and Release, you, with the intention of binding yourself, your heirs, beneficiaries, trustees, administrators, executors, assigns and legal representatives (collectively, the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment AgreementReleasors”), Executive hereby releases release, waive and discharges forever discharge the Company and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentReleasees from, and each of themhereby acknowledge full accord and satisfaction of, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreementsdemands, obligations, demands and causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common law or statutory, under federal, state or local law or otherwise), whether known or unknown, suspected asserted or unsuspectedunasserted, arising out by reason of any act, omission, transaction, agreement or in any way connected with eventsoccurrence that you ever had, acts, conduct, now have or omissions occurring at any time prior hereafter may have against the Company and the Releasees up to and including the date Executive signs of the execution of this release, including without Agreement and Release. Without limiting the generality of the foregoing, the Releasors hereby release and forever discharge the Company and the Releasees from:
i. any claim for severance payand all claims relating to or arising from your employment with the Company, profit sharingthe terms and conditions of that employment, bonus and the termination of that employment;
ii. any and all claims of employment discrimination, harassment or similar benefitretaliation under any federal, equity-based awards and/or dividend equivalents thereonstate or local statute or ordinance, pension, retirement, life insurance, health public policy or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this releasecommon law, including, without limiting the generality of the foregoinglimitation, any claim and all claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Exhibit 10.27 Americans with Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectivelythe Rehabilitation Act of 1973, the Age Discrimination in Employment Act (“ClaimsADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Fair Labor Standards Act, the Equal Pay Act, the Xxxxxxxx-Xxxxx Act, the Family Medical Leave Act, the Health Insurance Portability and Accountability Act of 1966, the National Labor Relations Act, the Occupational Safety and Health Act; the Rehabilitation Act; the; the Equal Pay Act; the Fair Credit Reporting Act, the Florida Civil Rights Act, the Florida Labor Code and the Florida Constitution, as such laws have been or may be amended;
iii. Notwithstanding the aboveany and all claims for employee benefits, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, any and all claims under the Executive’s indemnification agreement with the CompanyEmployee Retirement Income Security Act of 1974, the Company’s by-lawsas amended; provided, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided furtherhowever, that nothing in this Agreement shall prevent Executive from filingparagraph 5 is intended to release, cooperating withdiminish, or participating otherwise affect any vested monies or other vested benefits to which you may be entitled from, under, or pursuant to any savings or retirement plan of the Company;
iv. any and all claims for slander, libel, defamation, negligent or intentional infliction of emotional distress, personal injury, prima facie tort, negligence, compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; and
v. any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, medical fees or expenses, costs and disbursements and the like. By entering into this Agreement and Release, you represent and agree that the failure of this Agreement and Release to specifically identify or enumerate above any statute or common law theory under which you release claims is not intended by you or the Company to limit, diminish or impair in any proceeding before way your intended and actual release all claims, demands, causes of action, and liabilities of any kind whatsoever against the Equal Employment Opportunity Commission Company and the Releasees.
(b) For purposes of this Agreement and Release, the term “the Company and the Releasees” includes Virgin Management USA, Inc. and its parents, subsidiaries, predecessors, direct and indirect affiliates, related companies, successors and assigns, regardless of the jurisdiction in which such entities may be located, and all of its and their respective past, present and future owners, partners, employees, representatives and agents, whether acting as agents or Department in their individual capacities, and this Agreement and Release shall inure to the benefit of Laborand shall be binding and enforceable by all such entities and individuals. In additionExhibit 10.27
(c) It is understood that this release does not serve to waive any rights or claims that, pursuant to law, cannot be waived or subject to a release, including without limitation: (a) claims for unemployment or workers’ compensation benefits; (b) rights to vested benefits under any applicable welfare, retirement and/or pension plans; (c) rights to defense and indemnification, if any, from the Company for actions taken by you in the course and scope of her employment with the Company; (d) claims, actions, or rights arising under or to enforce the terms of this Agreement; and/or (e) the right to file a charge with an administrative agency or participate in an agency investigation; provided, however, that you hereby waive your right to recover any money in connection with such charge or investigation; or (f) your right pursuant to the OWBPA to seek a judicial determination of the validity of the Agreement’s waiver of claims under the ADEA. Further, nothing in this release shall prevent Executive herein prohibits you from challenging its validity in a legal making any report or administrative proceedingdisclosure that is protected under the whistleblower provisions the Xxxxxxxx-Xxxxx Act or similar federal law or regulation.
Appears in 1 contract
Samples: Executive Employment Agreement (Emergent Capital, Inc.)
Release of Claims. In exchange consideration for receipt the Extended Health Care Coverage, Continuing Salary and other consideration paid or payable to Executive under this Agreement, Executive, on behalf of the severance benefits himself and his heirs, executors, administrators and assigns (collectively, the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment AgreementReleasing Parties”), Executive hereby fully and forever releases the Company and discharges its officers, directors, employees, investors, stockholders, affiliates, divisions, subsidiaries, agents, predecessor and covenants successor corporations and assigns (collectively, the “Released Parties”) of and from, and agrees not to sxx Nxxxxx Corporation (the “Company”)any Released Party concerning, its subsidiariesany claim, parentsduty, obligation or affiliated corporations, past and present, and each cause of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect action relating to any and all claimsmatters of any kind, agreements, obligations, demands and causes of action, whether presently known or unknown, suspected or unsuspected, that any of Releasing Parties may possess arising out of from any omissions, acts or in any way connected with events, acts, conduct, or omissions occurring at any time prior to facts that have occurred up until and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date Effective Date of this releaseAgreement, including, without limiting limitation:
(a) any and all claims relating to or arising from Executive’s employment relationship with the generality Company and the termination of the foregoingthat relationship, including, but not limited to, claims of discrimination, harassment, wrongful termination and breach of contract; and
(b) any claim under and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act, Older Workers Benefit Protection Act; the California Fair Employment and Housing Act, and Labor Code section 201, et seq. and section 970, et seq. Executive agrees that the release set forth in this Section 9 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 or any other federal, state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”)specified under this Agreement. Notwithstanding the above, howeverin the event of a shareholder or derivative lawsuit against Executive, or a lawsuit against the Company in which Executive is named as a defendant or cross-defendant, Executive is not releasing (1) any shall be entitled to all benefits and indemnity as set forth in the Indemnity Agreement signed by the Company and the Executive December 2, 1997, and Executive reserves the right to assert all defenses and file all necessary claims that cannot be waived under applicable state or federal lawand cross-claims, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with including those against the Company. Additionally, in any lawsuit filed by the Company in which Executive is named as a defendant or cross-defendant, Executive shall be entitled to file any and all defenses, claims and cross-claims against the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceeding.
Appears in 1 contract
Release of Claims. The Company wants to be certain that this Agreement will resolve any and all concerns that you might have and therefore requests that you carefully consider the terms of this Agreement, including the release of claims set forth below, which is a specific condition to your receipt of the Severance Pay and other benefits set forth in this Agreement. As a result, the Company encourages you to seek the advice of an attorney before you sign this Agreement.
(a) In exchange for receipt of the severance Separation Pay and other benefits to be provided you under this Agreement, you and your respective agents, heirs, legatees, successors and assigns (the collectively hereinafter “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreementyou”), Executive except as set forth below, hereby releases unconditionally and discharges irrevocably release, remise, and covenants not to sxx Nxxxxx Corporation forever discharge Cubist, (the 1) and all persons acting by, through, under or in concert with Cubist, of and from any and all actions, causes of actions, suits, debts, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, and expenses (including attorney fees and costs actually incurred), of any nature whatsoever, in law or equity (collectively “CompanyClaims”), its subsidiarieswhich you had, parentsnow have, or affiliated corporations, past and present, and each hereafter may have against the Company from the beginning of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including through the date Executive signs this release, including without Execution Date. Without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other foregoing waiver and release of claims, agreements, obligations, demands you specifically waive and causes of action, known or unknown, suspected or unsuspected resulting release Cubist from any act Claim including, without limitation:
(1) Claims under any federal, state (including, without limitation, Massachusetts) or omission local discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any status protected by or on the part of Releasees committed or omitted prior to the date of this releaselaw, including, without limiting limitation, those laws and regulations that prohibit discrimination or harassment based on age, race, national origin, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the generality Title VII, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Acts of the foregoing1866 and 1871, any claim under Title VII of the Civil
(1) For purposes of this Section, “Cubist” includes Cubist Pharmaceuticals, Inc., and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with Cubist Pharmaceuticals, Inc.), subsidiaries and all other related entities, and its and their directors, officers, employees, trustees, attorneys, agents, representatives successors and assigns. Rights Act of 1964, the Civil Rights Act of 19641991, the Equal Pay Act, the Americans with Disabilities Act, or and Massachusetts General Laws Chapter 151B;
(2) Claims under any other federal, state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, Massachusetts) or local employment-related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment (including, without limitation, the Fair Labor Standards Act, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 and any similar statute the Worker Adjustment and Retraining Notification Act and any similar federal, state or local statute, regulation, or executive order);
(3) Claims under any federal, state (including, without limitation, Massachusetts) or local common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, torts, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence;
(4) Claims under any federal, state (including, without limitation, Massachusetts and Delaware) or local securities law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any similar statute;
(5) Claims under the Executive’s indemnification agreement Federal False Claims Act, any state or local false claims act or any federal, state or local qui tam provisions of false claims or false statements statutes; and
(6) All other claims of any kind or nature. Notwithstanding the foregoing, this paragraph shall not release Cubist from any obligation expressly set forth in this Agreement, shall not act as a waiver or release of any Claims that you cannot by law waive or release, including, without limitation, workers’ compensation claims and claims to vested ERISA benefits, and shall not act as a waiver or release of any indemnifications rights. You acknowledge and agree that, but for providing this waiver and release of Claims, you would not be receiving the Separation Pay or other benefits being provided to you under the terms of this Agreement.
(b) You further agree, to the fullest extent permitted by law, that you will not xxx or commence any proceeding (judicial or administrative), or participate in any action, suit or proceeding (unless compelled by legal process or court order), against Cubist with respect to any Claim you have released the CompanyCompany from under this Agreement. You also warrant and represent that as of the Execution Date, you have not taken or engaged in any of the acts described in the foregoing sentences. If, notwithstanding the foregoing promises, you violate this provision, you shall be required, to the maximum extent permitted by law, to indemnify and hold harmless Cubist from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities, and attorneys’ fees and other expenses which result from, or are incident to, such violation.
(c) It is the Company’s by-lawsdesire and intent to make certain that you fully understand the provisions and effects of this Agreement. To that end, you have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Also, because you are over the age of 40, and consistent with the provisions of the Age Discrimination in Employment Act (“ADEA”), which prohibits discrimination on the basis of age, the Company’s D&O insurance Company is providing you with at least twenty-one (21) days in which to consider and otherwise)accept the terms of this Agreement by signing below and returning it to Xxxxxxx Xxxxxx at Cubist, (3) vested 00 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000. You understand that you do not waive any rights or benefits claims under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, the ADEA that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before may arise after the Equal Employment Opportunity Commission or Department of LaborExecution Date. In addition, you may rescind your assent to this Agreement if, within seven (7) days after the Execution Date, you deliver by hand or send by mail (certified, return receipt and postmarked within such 7-day period) a notice of rescission to Xxxxxxx Xxxxxx at the above-referenced address.
(d) Consistent with the federal discrimination laws, nothing in this release shall prevent Executive be deemed to prohibit you from challenging its the validity of this release under the federal discrimination laws or from filing a charge or complaint of employment related discrimination with the Equal Employment Opportunity Commission (“EEOC”) or from participating in any investigation or proceeding conducted by the EEOC. Further, nothing in this release or Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a legal full release of any individual rights under the federal discrimination laws, or administrative proceedingto seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event you successfully challenge the validity of this release and prevail in any claim under the federal discrimination laws.
(e) You acknowledge and agree that: (i) you have not been subject to any undue or improper influence interfering with the exercise of your free will in deciding whether to execute this Agreement; (ii) you have carefully read and fully understand all of the provisions of this Agreement; (iii) you knowingly and voluntarily agree to all of the terms set forth in this Agreement; and (iv) in entering into this Agreement, you are not relying on any representation, promise or inducement made by Cubist with the exception of those promises contained in this Agreement.
(f) In exchange for the agreements and promises set forth herein, Cubist hereby unconditionally and irrevocably releases, remises, and forever discharge you and all persons acting by, through, under or in concert with you, of and from any and all Claims which Cubist had, now has, or hereafter may have against you from the beginning of time through the Execution Date. Notwithstanding the foregoing, this paragraph shall not release you from any obligation expressly set forth in this Agreement, and shall not act as a waiver or release of any Claims that arise out of your criminal or fraudulent acts or omissions or that Cubist cannot by law waive or release.
Appears in 1 contract
Samples: Separation Agreement and Release (Cubist Pharmaceuticals Inc)
Release of Claims. In exchange for receipt of the severance benefits (consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of themits affiliated, as well as each of related, parent and subsidiary entities, and its and their assignees, successors, current and former directors, officers, stockholdersemployees, shareholders, partners, representativesagents, attorneys, predecessors, successors, insurers, attorneysaffiliates, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), assigns from and with respect to any and all claims, agreementsliabilities, obligationsdemands, demands and causes of action, and obligations, both known or and unknown, suspected or unsuspected, arising out of from or in any way connected with related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs you sign this releaseAgreement. This general release includes, but is not limited to: (a) all claims arising from or in any way related to your employment with the Company or the termination of that employment; (b) all claims related to your compensation or benefits from the Company, including without limiting the generality of the foregoingsalary, any claim for bonuses, commissions, vacation pay, expense reimbursements, severance pay, profit sharingfringe benefits, bonus or similar benefitstock, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilitystock options, or any other ownership, equity, or profits interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, agreementsincluding claims for fraud, obligationsdefamation, demands emotional distress, and causes discharge in violation of actionpublic policy; and (e) all federal, known state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or unknown, suspected or unsuspected resulting from any act or omission by or on other claims arising under the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectivelyAct of 1990, the federal Age Discrimination in Employment Act (the “ClaimsADEA”), the California Labor Code (as amended), the California Family Rights Act and the California Fair Employment and Housing Act (as amended). Notwithstanding the aboveforegoing, however, Executive is you are not releasing the Company hereby from: (1i) any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any valid fully executed indemnification agreement with the Company, or applicable law, or applicable insurance (including without limitation directors and officers liability insurance); (ii) any rights you have to file or pursue a claim for workers’ compensation or unemployment insurance; (iii) any claims that cannot be waived under applicable state by law; or federal law(iv) any claims for 263438815 v2 breach or other enforcement of this Agreement. You acknowledge that you have been advised, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwiseas required by California Government Code Section 12964.5(b)(4), that you have a right to consult an attorney regarding this Agreement and that you were given a reasonable time period of not less than five (35) vested rights or benefits under Executive’s 401k or other plansbusiness days in which to do so. You further acknowledge and agree that, in the event you sign this Agreement prior to the end of the reasonable time period, your decision to accept such shortening of time is knowing and voluntary and is not induced by the Company through fraud, misrepresentation, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating witha threat to withdraw or alter the offer prior to the expiration of the reasonable time period, or participating in any proceeding before by providing different terms to employees who sign such an agreement prior to the Equal Employment Opportunity Commission or Department expiration of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingthe time period.
Appears in 1 contract
Release of Claims. In exchange consideration for receipt the above benefits and other good and valuable consideration, your signature below indicates your agreement as follows:
5.1 In keeping with our intent to allow for an amicable separation, and as part of the severance benefits our accord, and deeming this Agreement to be fair, reasonable, and equitable, and intending to be legally bound hereby, you agree to and hereby do, for yourself and for each of your heirs, executors, administrators and assigns, forever and irrevocably fully release and discharge VeriSign (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, including any subsidiary or affiliated corporations, past and presententities, and each all of themtheir respective officers, as well as each of its and their assigneesdirectors, employees, agents, attorneys, representatives, shareholders, predecessors, successors, directorspurchasers, officersassigns, stockholders, partners, and representatives, insurers, attorneys, agents or employees, past or present, or any of them ) (individually and collectively, collectively the “ReleaseesVeriSign Parties”), ) from and with respect to any and all grievances, liens, suits, judgments, claims, agreementsdemands, obligationsdebts, demands and defenses, actions or causes of action, obligations, damages, and liabilities whatsoever (collectively “Claims”) which you now have, have had, or may have, whether the same be known or unknown, suspected at law, in equity, or unsuspectedmixed, in any way arising out of or relating in any way connected with eventsto any matter, actsact, conductoccurrence, or omissions occurring at any time prior to and including transaction that occurred before or as of the date Executive signs this releaseTermination Date, including without limiting the generality but not limited to your employment with VeriSign and your separation from VeriSign. This is a General Release. You expressly acknowledge that this includes, but is not limited to, your release of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other tort and contract claims, agreementsarbitration claims, obligationsclaims under any local, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, wage and hour law, wage collection law or labor relations law, and any claims of discrimination on the basis of age, race, sex, sexual orientation, religion, disability, national origin, ancestry, citizenship, retaliation or any other claim of employment discrimination or retaliation, and any claims under the Civil Rights Acts of 1964 and 1991 as amended (242 U.S.C. §§ 2000e et seq.), the Age Discrimination In Employment Act (29 U.S.C. §§ 621 et seq.), the Americans With Disabilities Act (42 U.S.C. §§ 12101 et seq.), the Rehabilitation Act of 1973 (29 U.S.C. §§ 701 et seq.), the Family and Medical Leave Act (29 U.S.C. §§ 2601 et seq.), the Fair Labor Standards Act (29 U.S.C. §§ 201 et seq.), and any other claim under any law prohibiting employment discrimination or relating to employment. You acknowledge that you are waiving and releasing any rights you may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary. This General Release does not release VeriSign from any Claims by you that may arise as a result of VeriSign’s failure to comply with its obligations under this Agreement. You acknowledge that the consideration given for this waiver and release Agreement is in addition to anything of value to which you were already entitled and is not an employment benefit. You acknowledge that the amounts to be paid by VeriSign under this Agreement are adequate consideration for your execution of this Agreement and for any and all outstanding obligations that may be owed to you by VeriSign. You represent that you are not aware of any possible claims by you other than the claims that you have waived and released by this Agreement. You expressly agree to waive any rights Executive you may have to indemnification any claims, whether the facts or basis for any cause of action are known or unknown as of the Agreement Effective Date, and acknowledge such waiver under any common law principle or statute which may govern waivers of such claims. You hereby knowingly waive any and all rights you have or may have under Section 1542 of the California Civil Code. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Notwithstanding Section 1542 of the Civil Code of California, you expressly consent that this Agreement shall be given full force and effect according to each and all of its expressed terms and provisions, including as well those relating to unknown claims, charges, demands, suits, actions, causes of action and debts, if any. You acknowledge that you understand the significance and consequence of this specific waiver of Section 1542. You understand that this Agreement is not an admission of liability under any statute or otherwise by VeriSign, and that VeriSign does not admit but denies any violation of your legal rights. You acknowledge that you are advised to consult with legal counsel, if you so desire.
5.2 You represent that you have no lawsuits, claims, or actions pending in your name, or on behalf of any other person or entity, against VeriSign or any VeriSign Party. You also represent that you do not intend to bring any claims on your own behalf or on behalf of any other person or entity against VeriSign or any other VeriSign Party.
5.3 You agree that you will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against VeriSign and/or any VeriSign Party, unless under a subpoena or other court order to do so. You further agree both to immediately notify VeriSign upon receipt of any such court order, subpoena, or any legal discovery device and to furnish, within three (including3) business days of its receipt, a copy of such subpoena or legal discovery device to VeriSign. You agree to make yourself available upon reasonable notice from VeriSign or its attorneys to provide testimony through declarations, affidavits, depositions or at a hearing or trial, and to work with VeriSign in preparation for such event, and to cooperate with any other reasonable request by VeriSign in connection with the defense or prosecution of any lawsuit to which VeriSign is a party currently pending or filed after the Termination Date. If VeriSign so requests your cooperation in connection with any legal matter then VeriSign agrees to pay for any reasonable expenses (which may include, without limitation, under the Executive’s indemnification agreement airfare and lodging) that you incur in connection with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights andassisting VeriSign, provided furtheryou notify VeriSign in advance of what your reasonable expenses will be and receive prior written approval from VeriSign for such expenses.
5.4 You agree to refrain from making any derogatory or disparaging remarks, that nothing in this Agreement shall prevent Executive from filing, cooperating with, statements or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingcommunications about VeriSign.
Appears in 1 contract
Samples: Severance & General Release Agreement (Verisign Inc/Ca)
Release of Claims. (a) In exchange for receipt of consideration for, and as a condition to receiving the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants Sections 2 through 4 hereof to which you are not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentotherwise entitled, and each of themin consideration for your continued employment with the Company through the Separation Date, as well as each of you hereby generally and completely release the Company and its and their assignees, successors, directors, officers, stockholdersemployees, shareholders, partners, representativesagents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, attorneysaffiliates, agents or employees, past or present, or any of them and assigns (individually and collectively, the “ReleaseesReleased Party”), ) from and with respect to any and all claims, agreements, liabilities and obligations, demands both known and causes of action, known or unknown, suspected or unsuspected, arising that arise out of or are in any way connected with related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs you sign this releaseAgreement. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (2) all claims related to your compensation or benefits from the Company, including without limiting the generality of the foregoingwages, any claim for salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, profit sharingfringe benefits, bonus or similar benefitstock, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilitystock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, agreementsincluding claims for fraud, obligationsdefamation, demands emotional distress, and causes discharge in violation of actionpublic policy; and (5) all federal, known state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or unknown, suspected or unsuspected resulting from any act or omission by or on other claims arising under the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectivelyAct of 1990, the “Claims”federal Worker Adjustment and Retraining and Notification Act (as amended), the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993, and the California Fair Employment and Housing Act (as amended). Notwithstanding To the above, however, Executive is not releasing maximum extent
(1i) any rights or claims that cannot be waived under applicable state or federal law, may arise after the date you sign this Agreement; (2ii) any rights Executive you may have under Sections 6 and 7 hereof; (iii) any obligation the Company has undertaken in this Agreement; or (iv) any obligation the Company may otherwise have to indemnification (includingindemnify you for your acts within the course and scope of your employment with the Company pursuant to the articles and bylaws of the Company, without limitation, under the Executive’s indemnification any fully executed written agreement with the Company, the Company’s by-lawsor applicable law.
(b) Excluded from this release are any claims which cannot be waived by law in a private agreement between employer and employee, including but not limited to, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in right to enforce this Agreement shall prevent Executive from filingand recover for any breach of it, cooperating withrights under California Labor Code Section 2802, and the right to file a charge with or participating participate in any proceeding before an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or Department of Laborstate or local fair employment practices agency. In additionYou waive, nothing in this release shall prevent Executive from challenging its validity in however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a legal or administrative proceedingclaim on your behalf.
Appears in 1 contract
Samples: Separation Agreement (Yahoo Inc)
Release of Claims. In exchange for receipt of the severance benefits (consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of themits affiliated, as well as each of related, parent and subsidiary entities, and its and their assignees, successors, current and former directors, officers, stockholdersemployees, shareholders, partners, representativesagents, attorneys, predecessors, successors, insurers, attorneysaffiliates, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), assigns from and with respect to any and all claims, agreementsliabilities, obligationsdemands, demands and causes of action, and obligations, both known or and unknown, suspected or unsuspected, arising that arise out of or are in any way connected with related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs you sign this releaseAgreement. This general release includes, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive but is not releasing limited to: (1i) all claims arising out of or in any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have way related to indemnification (including, without limitation, under the Executive’s indemnification agreement your employment with the Company, the decision to terminate that employment, or the termination of that employment; (ii) all claims related to your compensation or benefits from the Company’s by-laws, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, restricted stock units, or any other ownership, equity, or profits interests in the Company; (iii) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (v) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the Company’s D&O insurance and otherwisefederal Americans with Disabilities Act of 1990, the California Labor Code (as amended), the California Family Rights Act, the Age Discrimination in Employment Act (3) vested rights or benefits under Executive’s 401k or other plans“ADEA”), or and the California Fair Employment and Housing Act (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingas amended).
Appears in 1 contract
Samples: Transition, Separation and Consulting Agreement (Mirum Pharmaceuticals, Inc.)
Release of Claims. (a) In consideration of and in exchange for receipt the benefits provided to him under this Agreement, including, but not necessarily limited to, the Company’s acceptance of the severance Executive’s resignation effective as of the Resignation Date, and the benefits set forth in Section 3 of this Agreement, the Executive, of his own free will, voluntarily, and unconditionally releases and forever discharges (the this “Severance BenefitsRelease”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]the Affiliated Entities, 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, respective directors, officers, employees, agents, stockholders, partnerssuccessors, representatives, insurers, attorneys, agents or employees, past or present, or any of them and assigns (both individually and collectively, in their official capacities with the Company) (the “Company Releasees”)) from, from and with respect to any and all claims, agreements, obligations, demands and past or present causes of action, known suits, agreements, or unknownother claims that the Executive, suspected his dependents, relatives, heirs, executors, administrators, successors, and assigns has or unsuspectedmay hereafter have from the beginning of time to the date hereof against the Company or the Company Releasees upon or by reason of any matter, cause, or thing whatsoever, including, but not limited to, any matters arising out of or in any way connected with eventshis employment by the Affiliated Entities, acts, conductand the cessation of said employment, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance paycompensation, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoingbut not limited to, any claim under Title VII alleged violation of the Civil Rights Acts of 1964 and 1991, the Equal Pay Act of 19641963, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990, the California Fair Employment and Housing Act, or the California Family Rights Act, the California Worker Adjustment and Retraining Notification Act, and any other federal, state state, or local law, regulation, constitutionor ordinance, ordinance or common public policy, contract, or tort law (collectively, having any bearing whatsoever on the “Claims”)terms and conditions of employment or termination of employment. Notwithstanding the aboveThe Release shall not, however, constitute a waiver of any of the Executive’s rights to compensation and benefits due under this Agreement.
(b) The Executive represents and warrants that he is not releasing (1) aware of any claim by him other than the claims that canare released by this Release. The Executive further acknowledges that he may hereafter discover claims or facts in addition to or different than those that he now knows or believes to exist with respect to the subject matter of this Release and that, if known or suspected at the time of entering into this Release, may have materially affected this Release and the Executive’s decision to enter into it. Nevertheless, the Executive hereby waives any right, claim, or cause of action that might arise as a result of such different or additional claims or facts, and the Executive hereby expressly waives any and all rights and benefits confirmed upon him by the provisions of California Civil Code 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 FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
(c) The Executive acknowledges that he has received a copy of this Agreement prior to its execution and has been advised hereby of his opportunity to review and consider the Release for 21 days prior to its execution. The Executive further acknowledges that he has been advised hereby to consult with an attorney prior to executing this Agreement. The Executive enters into this Agreement having freely and knowingly elected, after due consideration, to execute this Agreement and to fulfill the promises set forth herein. The Release shall be revocable by the Executive during the seven-day period following its execution, and shall not become effective or enforceable until the expiration of such seven-day period. In the event of such a revocation, the Executive shall not be waived under applicable state entitled to the consideration set forth in this Section 3.
(d) The Executive represents and warrants that there has been no assignment or federal law, (2) rights other transfer of any interest in any claim that the Executive may have against the Company or any of the Company Releasees. The Executive represents that he has not commenced or joined in any claim, charge, action, or proceeding whatsoever against the Company or any of the Company Releasees arising out of or relating to indemnification any of the matters set forth in this Release. The Executive further agrees that he will not seek or be entitled to any personal recovery in any claim, charge, action, or proceeding whatsoever against the Company or any of the Company Releasees for any of the matters set forth in the Release.
(includinge) The Executive acknowledges that, without limitationin his decision to enter into this Agreement, under including the Executive’s indemnification agreement Release, he has not relied on any representations, promises, or agreements of any kind, including oral statements by representatives of the Company or any of the Company Releasees, except as set forth in the Release and this Agreement.
(f) Nothing contained in the Release shall be deemed or construed as an admission of wrongdoing or liability on the part of the Company or any of the Company Releasees.
(g) The Executive agrees that, as soon as practicable following the Resignation Date, the Executive shall execute a release of claims in a form to be provided to him by the Company that shall be substantially consistent with the Company, foregoing provisions of this Section 4 (the Company’s by-laws, the Company’s D&O insurance and otherwise“Subsequent Release”), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceeding.
Appears in 1 contract
Samples: Separation and Settlement Agreement (Banc of California, Inc.)
Release of Claims. In exchange for receipt The payments and promises to set forth in this Agreement are in full satisfaction of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]all accrued salary, 2020 (the “Employment Agreement”)vacation pay, Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”)termination benefits, its subsidiariesbonuses, parentsequity compensation, or affiliated corporations, past other compensation to which you may be entitled by virtue of your employment with the Company or your separation from the Company. You release and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), forever discharge the Company from and with respect to any and all complaints, liabilities, claims, promises, agreements, obligationscontroversies, demands and damages, causes of action, suits or expenses of any nature whatsoever, known or unknown, suspected which you now have or unsuspectedown or claim to have or own against the Company including, without limitation, claims under any employment laws, including, but not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of your employment or in any way connected with eventsyour separation of employment. This release applies to all claims or causes of action including, actsbut not limited to, conduct, or omissions occurring at any time prior to and including claims arising under the date Executive signs this release, including without limiting the generality common law of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance State of Texas or any other fringe benefit, state or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under federal statute such as Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Civil Rights Act of 1991, the Americans with With Disabilities Act of 1990, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Non-Discrimination Act, the Texas Labor Code, or the Employee Retirement Income Security Act of 1974, all as amended, and any other federallaws and/or regulations relating to employment or employment discrimination, state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, claims based on age or under the Executive’s indemnification agreement Age Discrimination in Employment Act or Older Workers Benefit Protection Act, each as amended. Xxxxx X. Xxxxxxx February 27, 2019 Notwithstanding the foregoing, this release, however, does not waive any rights or claims that may arise after the date you sign this Agreement. You also agree not to xxx or join in any suit against the Company for any claim relating to or arising out of your employment or your separation from employment with the Company, provided, however, that nothing will preclude you from (i) bringing a lawsuit or proceeding against the Company to enforce the Company’s by-laws, obligations under this Agreement or to challenge the Company’s D&O insurance and otherwise)enforceability of the release under the Older Worker Benefit Protection Act, (3ii) vested rights filing a charge or benefits under Executive’s 401k complaint with, providing information to, or other planstestifying or otherwise assisting in any investigation or proceeding brought by any state, federal or local regulatory or law enforcement agency or legislative body, or (4iii) Executive’s workers’ compensation rights andfiling any claims that are not permitted to be waived or released under applicable law. However, provided furtheryou waive your right to receive any relief (legal or equitable) directly from the Company based on any charge, complaint, or lawsuit against the Company filed by you or anyone else on your behalf. You further acknowledge and agree that nothing in this Agreement prohibits you from reporting to any governmental authority information concerning possible violations of law or regulation and that you shall prevent Executive not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of trade secret information in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, and you may use it in certain court proceedings provided you submit it under seal and consistent with 18 U.S.C. 1833. Nothing contained in this Agreement prohibits you from filingvoluntarily or anonymously contacting governmental authorities regarding possible violations of law or from recovering a whistleblower award. You will retain all rights and consideration provided in this Agreement regardless of whether you communicate with any governmental authorities, cooperating or if you receive a whistleblower award. By signing this Agreement, you acknowledge and agree that you are receiving the Separation Benefits in consideration for waiving your rights to claims referred to in this Agreement and that, except for the amounts described herein, you are not entitled to any other payments, compensation or benefits in respect of your employment with, or participating in any proceeding before separation or termination from, the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingCompany.
Appears in 1 contract
Samples: Separation Agreement (Dril-Quip Inc)
Release of Claims. In exchange for receipt of (a) You hereby release and forever discharge the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, Company and each of them, as well as each of its past and their assignees, successorspresent officers, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or presentagents, or any of them (individually advisors, consultants, successors and collectively, “Releasees”), assigns from and with respect to any and all claimsclaims and liabilities of any nature by you including, but not limited to, all actions, causes of actions, suits, debts, sums of money, attorneys' fees, costs, accounts, covenants, controversies, agreements, obligationspromises, damages, claims, grievances, arbitrations, and demands and causes of actionwhatsoever, known or unknown, suspected at law or unsuspectedin equity, by contract (express or implied), tort, pursuant to statute, or otherwise, that you now have, ever have had or will ever have based on, by reason of, or arising out of, any event, occurrence, action, inaction, transition or thing of any kind or in any way connected with events, acts, conduct, or omissions nature occurring at any time prior to and including or on the effective date Executive signs of this release, including without Release. Without limiting the generality of the foregoingabove, you specifically release and discharge any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and all claims and causes of actionaction arising, known directly or unknownindirectly , suspected or unsuspected resulting from any act or omission by or on your employment at the part Company, arising under the Employee Retirement Income Security Act of Releasees committed or omitted prior 1974 (except as to the date of this release, including, without limiting the generality claims pe1taining to vested benefits under employee benefit plan(s) of the foregoingCompany), any claim under Title VII Vll of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Equal Pay Act, the Rehabilitation Act, the Americans with With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov't Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code §17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution , any provision of the California Labor Code that may lawfully be released, or any other law, statute, ordinance, rule, regulation, decision or order pertaining to employment or pertaining to discrimination on the basis of age, alienage, race, color, creed, gender, national origin, religion, physical or mental disability, marital status, citizenship, sexual orientation or non-work activities. Payment of any amounts and the provision of any benefits provided for in this Release do not signify any admission of wrongdoing by the Company, its Subsidiaries or any of their affiliates. Notwithstanding any provision of this Release to the contrary, this Release does not include a release of claims (i) arising out of a breach of this Release or any amounts due under it, (ii) with respect to any rights to indemnification under any indemnification agreement with the Company and/or the Company's governing documents , (iii) which cannot be released as a matter of law, including without limitation, claims for unemployment benefits, workers' compensation claims, or any rights Employee may have under California Labor Code section 2802, (iv) with respect to Employee' s right to communicate, cooperate or file a complaint with any U.S. federal, state or local lawgovernmental or law enforcement branch, regulation, constitution, ordinance agency or common law entity (collectively, the “Claims”). Notwithstanding the abovea " Governmental Entity") with respect to possible violations of any U.S. federal, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal lawlocal law or regulation, (2) rights Executive may have or otherwise make disclosures to indemnification (includingany Governmental Entity, without limitationin each case, that are protected under the Executive’s indemnification agreement whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plansapplicable law, or (4v) Executive’s workers’ compensation with respect to Employee's right to receive an award from a Governmental Entity for information provided under any whistleblower program.
(b) You acknowledge that you have been informed by your attorneys of the provisions of Section 1542 of the California Civil Code, 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 settlement with the debtor." In that regard, you hereby waive and relinquish all rights and, provided further, and benefits that nothing in this Agreement shall prevent Executive from filing, cooperating with, you have or participating in may have under Section 1542 of the California Civil Code or any proceeding before similar provision of the Equal Employment Opportunity Commission statutory or Department non-statutory law of Laborany other jurisdiction to the full extent that you may lawfully waive all such rights and benefits. In additionconnection with such waiver and relinquishment , nothing you acknowledge that you are aware that you may, on your own behalf or by and through your attorneys, hereafter discover claims or facts in addition to or different from those that you now know or believe to exist with respect to one or more of the patties released here under, but that it is your intention to finally settle and release all matters that now exist, may exist or heretofore have existed between you and all parties released hereunder. In furtherance of this release intention, the releases herein given shall prevent Executive from challenging its validity be and remain in a legal effect as full and complete general releases notwithstanding the discovery or administrative proceedingexistence of any such additional or different claims or facts by you, your attorneys or any other person.
Appears in 1 contract
Samples: Waiver of Claims and General Release Agreement (Global Eagle Entertainment Inc.)
Release of Claims. In exchange for receipt of the severance benefits (consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of themits affiliated, as well as each of related, parent and subsidiary entities, and its and their assignees, successors, current and former directors, officers, stockholdersemployees, shareholders, partners, representativesagents, attorneys, predecessors, successors, insurers, attorneysaffiliates, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), assigns from and with respect to any and all claims, agreementsliabilities, obligationsdemands, demands and causes of action, and obligations, both known or and unknown, suspected or unsuspected, arising that arise out of or are in any way connected with related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs you sign this releaseAgreement. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (b) all claims related to your compensation or benefits from the Company, including without limiting the generality of the foregoingsalary, any claim for bonuses, commissions, vacation pay, expense reimbursements, severance pay, profit sharingfringe benefits, bonus securities of the Company or similar benefitCayman Parent, equity-based equity awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefitownership, equity, or disabilityprofits interests in the Company or Cayman Parent; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on claims arising under the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act (“ADEA”), the California Labor Code (as amended), and the California Family Rights Act. You acknowledge that you have been advised, consistent with California Government Code Section 12964.5(b)(4), that you have the right to consult an attorney regarding this Agreement and that you were given a reasonable time period of not less than five (5) business days in which to do so. You further acknowledge and agree that, in the event you sign this Agreement prior to the end of the reasonable time period provided by the Company, your decision to accept such shortening of time is knowing and voluntary and is not induced by the Company through fraud, misrepresentation, or any other federala threat to withdraw or alter the offer prior to the expiration of the reasonable time period, state or local law, regulation, constitution, ordinance or common law (collectively, by providing different terms to employees who sign such an agreement prior to the “Claims”)expiration of the time period. Notwithstanding the aboveforegoing, however, Executive is you are not releasing (1) the Company hereby from any obligation to indemnify you pursuant to the Articles and Bylaws of the Company or organizational documents of the Cayman Parent, any valid fully executed indemnification agreement with the Company or Cayman Parent, applicable law, or applicable directors and officers liability insurance. Also, excluded from this release are any claims for breach of this Agreement and claims that cannot be waived under applicable state or federal by law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement extent such claims are not waivable as a matter of law with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingrelease.
Appears in 1 contract
Samples: Separation and Consulting Agreement (Structure Therapeutics Inc.)
Release of Claims. (a) In consideration of and in exchange for receipt the benefits provided to him under this Agreement, including but not necessarily limited to COMPANY’S acceptance of the severance EXECUTIVE’S resignation effective as of the Resignation Date, and the benefits set forth in Paragraph 2 of this Agreement, the EXECUTIVE, of his own free will, voluntarily and unconditionally releases and forever discharges (the “Severance Benefits”"Release") described in <insert name>’s (“Executive”) Employment Agreement dated [ ]COMPANY, 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, respective directors, officers, employees, agents, stockholders, partnerssuccessors and assigns, representatives, insurers, attorneys, agents or employees, past or present, or any of them including but not limited to Xxxxxx Xxxxxxxx (both individually and collectivelyin their official capacities with COMPANY) (the "COMPANY Releasees") from, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and past or present causes of action, known suits, agreements or unknownother claims which the EXECUTIVE, suspected his dependents, relatives, heirs, executors, administrators, successors and assigns has or unsuspectedmay hereafter have from the beginning of time to the date hereof against COMPANY or the COMPANY Releasees upon or by reason of any matter, cause or thing whatsoever, including, but not limited to, any matters arising out of his employment by COMPANY, and the cessation of said employment or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance paycompensation, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoingbut not limited to, any claim under Title VII alleged violation of the Civil Rights Acts of 1964 and 1991, the Equal Pay Act of 19641963, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990, the California Fair Employment and Housing Act, or the California Family Rights Act, the California Worker Adjustment and Retraining Notification Act, California Labor Code 1102.5, 18 U.S.C. § 1514A, and any other federal, state or local law, regulationregulation or ordinance, constitutionor public policy, ordinance contractor tort law having any bearing whatsoever on the terms and conditions of employment or common law (collectively, the “Claims”)separation of employment. Notwithstanding the aboveThe Release shall not, however, Executive constitute a waiver of any of the EXECUTIVE’S rights to compensation and benefits due under this Agreement.
(b) The EXECUTIVE represents and warrants that he is not releasing (1) aware of any claim by him other than the claims that canare released by this Release. The EXECUTIVE further acknowledges that he may hereafter discover claims or facts in addition to or different than those which he now knows or believes to exist with respect to the subject matter of this Release and which, if known or suspected at the time of entering into this Release, may have materially affected this Release and the EXECUTIVE’S decision to enter into it. Nevertheless, the EXECUTIVE hereby waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts and the Executive hereby expressly waives any and all rights and benefits confirmed upon him by the provisions of California Civil Code 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 FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
(c) The EXECUTIVE acknowledges that he has received a copy of this Agreement prior to its execution and has been advised hereby of his opportunity to review and consider the Release for twenty-one (21) days prior to its execution. The EXECUTIVE further acknowledges that he has been advised hereby to consult with an attorney prior to executing this Agreement. The EXECUTIVE enters into this Agreement having freely and knowingly elected, after due consideration, to execute this Agreement and to fulfill the promises set forth herein. The Release shall be revocable by the Executive during the seven (7) day period following its execution, and shall not become effective or enforceable until the expiration of such seven (7) day period. In the event of such a revocation, the EXECUTIVE shall not be waived entitled to the consideration under applicable state this Agreement set forth in Paragraph 2.
(d) The EXECUTIVE represents and warrants that there has been no assignment or federal law, (2) rights Executive other transfer of any interest in any claim which the EXECUTIVE may have against COMPANY or any of the COMPANY Releasees. The EXECUTIVE represents that he has not commenced or joined in any claim, charge, action or proceeding whatsoever against COMPANY or any of the COMPANY Releasees arising out of or relating to indemnification (including, without limitation, under any of the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing matters set forth in this Agreement shall prevent Executive from filing, cooperating with, Release. The EXECUTIVE further agrees that he will not seek or participating be entitled to any personal recovery in any claim, charge, action or proceeding before whatsoever against COMPANY or any of the Equal Employment Opportunity Commission COMPANY Releasees for any of the matters set forth in the Release.
(e) The EXECUTIVE acknowledges that, in his decision to enter into this Agreement, including the Release, he has not relied on any representations, promises or Department agreements of Labor. In additionany kind, nothing including oral statements by representatives of COMPANY or any of the COMPANY Releasees, except as set forth in the Release and this release shall prevent Executive from challenging its validity Agreement.
(f) Nothing contained in a legal the Release will be deemed or administrative proceedingconstrued as an admission of wrongdoing or liability on the part of COMPANY or any of the COMPANY Releasees.
Appears in 1 contract
Samples: Separation and Settlement Agreement (Banc of California, Inc.)
Release of Claims. In exchange consideration for receipt the payments and other benefits described in Section 10 of the severance benefits Employment Agreement, Executive hereby fully and finally releases, waives, and discharges any and all legal claims against the Company that she has through the date on which she signs this Agreement. This full and final release, waiver, and discharge extends to legal and equitable claims of any kind or nature whatsoever including, without limitation, the following:
(a) All claims that Executive has now, whether or not she now knows about the “Severance Benefits”claims;
(b) described All claims for attorney’s fees and costs;
(c) All claims for alleged discrimination against her under any applicable federal, state, and local law including, without limitation, rights and claims of age discrimination under the federal Age Discrimination in <insert name>’s Employment Act (“ExecutiveADEA’’) and federal Older Workers Benefits Protection Act (“OWBPA”) ); and discrimination claims under the California Fair Employment Agreement dated [ ], 2020 and Housing Act (the “Employment AgreementCFEHA”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 19641964 (“Title VII”), and the Americans with With Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law Act (collectively, the “ClaimsADA”). Notwithstanding ;
(d) All claims arising out of her employment and the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement termination of her employment and service as an officer with the Company, including, but not limited to, any alleged breach of contract, wrongful termination, termination in violation of public policy, defamation, invasion of privacy, fraud, negligence, infliction of emotional distress, breach of implied contract and breach of the covenant of good faith and fair dealing;
(e) All claims for any other alleged unlawful employment practices arising out of or relating to her employment or separation from employment and service as an officer with the Company; and
(f) All claims for any other form of pay, for example bonus pay, incentive pay, holiday pay, and sick pay. Provided, however, that the foregoing does not constitute a release or waiver of Executive’s rights, if any, to (a) indemnification under any applicable directors & officers liability insurance policy, applicable state and federal law, and the Company’s by-lawscertificate of incorporation and bylaws, (b) any rights under stock options, stock purchase agreements and equity plans of the Company and any vested interest she may have in any 401(k), retirement, defined benefit, defined contribution or other plan by virtue of her employment with the Company’s D&O insurance and otherwise), (3c) vested any rights or claims that may arise after this Agreement is signed, (d) any rights to any unemployment compensation benefits to which she is entitled taking into consideration all payments she receives, (e) any rights under Executive’s 401k or the Employment Agreement, including without limitation the payments and benefits specifically promised to Executive under the Employment Agreement, and any rights of Executive under any other planswritten agreement with the Company entered into after the date of the Employment Agreement, or (4f) Executive’s workers’ compensation rights and, provided further, that nothing in the right to institute legal action for the purpose of enforcing the provisions of this Agreement shall prevent and/or the Employment Agreement. Executive from filingalso hereby waives any right to reinstatement to employment with the Company. For purposes of this Section 2, cooperating with“Executive” includes anyone who has or obtains any legal rights or claims through Executive, and the term “Company” means Kite Pharma, Inc., and its past and present parents and subsidiaries, if any, and each of them; and past and present agents, officers, directors, employees, insurers, indemnitors, attorneys, successors or participating in assigns of any proceeding before or all of the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingforegoing entities.
Appears in 1 contract
Release of Claims. In exchange Except for receipt of the severance benefits (the “Severance Benefits”) described obligations undertaken in <insert name>’s (“Executive”) Employment Agreement dated [ ]this Agreement, 2020 (the “Employment Agreement”)Employee and him successors, Executive assignees and representatives hereby releases fully and discharges forever release and covenants not to sxx Nxxxxx Corporation (the “Company”)discharge Employer and its parents, its subsidiaries, parents, or and affiliated corporations, past and presentcompanies, and each of themits owners, as well as each of its and their assignees, successorsofficers, directors, officers, stockholders, partnerscurrent and former employees, representatives, insurers, attorneys, agents or employeesinvestigators, past or presentservants, or any -2 of them 11- ____________ Employee’s Initials agents, heirs and assigns (individually and collectively, hereinafter collectively referred to as the “Releasees”), ) from and with respect to any and all claims, agreementsactions, suits, losses, rights, damages, costs, fees, expenses, accounts, demands, obligations, demands liabilities, and causes of actionaction of every character, nature, kind or description whatsoever, known or unknown, foreseen or unforeseen, and suspected or unsuspected, arising out of or in any way connected with events, acts, conductof, or omissions occurring at any time prior to and including the date Executive signs this releaserelating to, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on omission, whatsoever from the part beginning of Releasees committed or omitted prior time to the date of the execution of this releaseAgreement, arising out of, connected with or incidental to the dealings between the Parties, including but not limited to those arising out of Employee’s employment with Employer. Employee hereby releases fully and forever all claims against the Releasees, including, without limiting limitation, claims arising under any state or federal law or regulation, including the generality of the foregoingCalifornia Fair Employment and Housing Act, any claim under Title VII of the Civil Rights Act of 1964Act, the Americans with With Disabilities Act, the California Family Rights Act, and any and all other federal, state or local laws or regulations relating to discrimination, harassment, retaliation, and compensation. This also includes a release by Employee of any claims for wages, benefits, penalties, breach of contract, wrongful discharge, violation of public policy, intentional or negligent infliction of emotional distress, negligence, fraud, Business and Professions Code § 17200, violation of the California Labor Code, violation of the Fair Labor Standards Act, and any other claims relating to or arising out of the relationship between the Parties and any alleged injuries Employee may have suffered arising out of that relationship up to and including the date Employee executes this Agreement. This Agreement does not release any claims for workers’ compensation, unemployment compensation, or any other claim that the law does not permit a party to release, including, without limitation, any right to indemnification under California Labor Code Sections 2800 and 2802. Employee further understands that nothing in this release prevents him from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOC, NLRB, or any other federal, state, or local agency charged with the enforcement of any employment laws, although Employee understands that by signing this Agreement, he waives the right to recover any damages or to receive other relief in any claim or suit brought by or through the EEOC or any other state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”)deferral agency on his behalf. Notwithstanding the aboveforegoing, however, Executive is this Agreement does not releasing (1) apply to any claims that cannot be waived under applicable state or federal released as a matter of law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceeding.
Appears in 1 contract
Samples: Confidential Settlement Agreement and General Release
Release of Claims. In exchange for receipt of the severance benefits (consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of themits affiliated, as well as each of related, parent and subsidiary entities, and its and their assignees, successors, current and former directors, officers, stockholdersemployees, shareholders, partners, representativesagents, attorneys, predecessors, successors, insurers, attorneysaffiliates, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), assigns from and with respect to any and all claims, agreementsliabilities, obligationsdemands, demands and causes of action, and obligations, both known or and unknown, suspected or unsuspected, arising out of from or in any way connected with related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs you sign this releaseAgreement. This general release includes, but is not limited to: (a) all claims arising from or in any way related to your employment with the Company or the termination of that employment; (b) all claims related to your compensation or benefits from the Company, including without limiting the generality of the foregoingsalary, any claim for bonuses, commissions, vacation pay, expense reimbursements, severance pay, profit sharingfringe benefits, bonus or similar benefitstock, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilitystock options, or any other ownership, equity, or profits interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, agreementsincluding claims for fraud, obligationsdefamation, demands emotional distress, and causes discharge in violation of actionpublic policy; and (e) all federal, known state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or unknown, suspected or unsuspected resulting from any act or omission by or on other claims arising under the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectivelyAct of 1990, the federal Age Discrimination in Employment Act (the “ClaimsADEA”), the California Labor Code (as amended), the California Family Rights Act and the California Fair Employment and Housing Act (as amended). Notwithstanding the aboveforegoing, however, Executive is you are not releasing the Company hereby from: (1i) any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any valid fully executed indemnification agreement with the Company, or applicable law, or applicable insurance (including without limitation directors and officers liability insurance); (ii) any rights you have to file or pursue a claim for workers’ compensation or unemployment insurance; (iii) any claims that cannot be waived under applicable state by law; or federal law(iv) any claims for breach or other enforcement of this Agreement. You acknowledge that you have been advised, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwiseas required by California Government Code Section 12964.5(b)(4), that you have a right to consult an attorney regarding this Agreement and that you were given a reasonable time period of not less than five (35) vested rights or benefits under Executive’s 401k or other plansbusiness days in which to do so. You further acknowledge and agree that, in the event you sign this Agreement prior to the end of the reasonable time period, your decision to accept such shortening of time is knowing and voluntary and is not induced by the Company through fraud, misrepresentation, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating witha threat to withdraw or alter the offer prior to the expiration of the reasonable time period, or participating in any proceeding before by providing different terms to employees who sign such an agreement prior to the Equal Employment Opportunity Commission or Department expiration of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingthe time period.
Appears in 1 contract
Release of Claims. In exchange for receipt consideration of the severance benefits covenants set forth ----------------- herein, and more particularly the forgiveness of debt by the Company and other good and valuable consideration, you and your respective agents, heirs, legatees, successors and assigns (collectively hereinafter the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”"Xxxxxx Releasors"), Executive hereby releases irrevocably and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”)unconditionally release, its subsidiaries, parents, or affiliated corporations, past and presentremise, and each of them, as well as each of forever discharge the Company and its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification affiliates (including, without limitation, GSS, GSS Holdings Corp., Watermill Ventures, Ltd. and Spectrum Management Company, Inc.), and all persons acting by, through, under the Executive’s indemnification agreement or in concert with the Company, (collectively hereinafter the Company’s by-laws"the Company Releasees") of and from any and all actions, causes of actions, suits, debts, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, and expenses (including attorney fees and costs actually incurred), of any nature whatsoever, in law or equity (collectively "Claims"), which the Xxxxxx Releasors had, now have, or hereafter may have against the Company Releasees from the beginning of time to the date of this Agreement; provided, however, that this -------- ------- Section 9 shall not be deemed to release the Company from its obligations under this Agreement. Without limitation to the generality of the foregoing terms, the Company’s D&O insurance Xxxxxx Releasors hereby irrevocably and otherwise)unconditionally release, remise, and forever discharge the Company Releasees on account of any claim against the Company Releasees arising from or related to your prior employment relationship with the Company or your resignation therefrom, or any events that have occurred since that time including, without limitation, (3i) vested rights Claims under any state or benefits under Executive’s 401k federal discrimination, fair employment practices or other plansemployment related statute, regulation or executive order prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation; (4ii) Executive’s workers’ compensation rights andClaims under any other state or federal employment related statute, provided furtherregulation or executive order relating to wages, that nothing in this Agreement shall prevent Executive from filinghours or any other terms and conditions of employment; and (iii) Claims under any state or federal common law theory including, cooperating withwithout limitation, wrongful discharge, breach of express or participating in any proceeding before the Equal Employment Opportunity Commission implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or Department negligent infliction of Labor. In additionemotional distress, nothing in this release shall prevent Executive from challenging its validity in a legal invasion of privacy, misrepresentation, deceit, fraud or administrative proceedingnegligence.
Appears in 1 contract
Samples: Non Competition Agreement (Gulf States Steel Inc /Al/)
Release of Claims. In exchange for receipt You agree, on behalf of your spouse, heirs and assigns, to irrevocably and unconditionally release, acquit and forever discharge the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]Company, 2020 (the “Employment Agreement”)any parent, Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, subsidiary or affiliated corporations, past and presententities, and each of themall current and former Company employees, as well as each of its and their assignees, successorsofficers, directors, officersinvestors, stockholdersshareholders, partnersagents, representatives, insurers, representatives and attorneys, agents and all persons acting by, through, under or employees, past or present, or in concert with any of them (individually and collectively, collectively “Releasees”), from and with respect to any and all claims, agreementsliabilities, obligationsdemands, demands and causes of action, costs, expenses, attorneys’ fees, damages, indemnities, and obligations of every kind and nature in law, equity or otherwise, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected relating to your employment with eventsthe Company, acts, conductthe termination thereof, or omissions any matter or event occurring at any time prior up to and including the date Executive signs of this release, including without Letter Agreement. Without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands you specifically release the Company and causes of action, known or unknown, suspected or unsuspected resulting Releasees from any act and all claims and disputes arising out of any California, municipal or omission by federal statute, ordinance or on regulation, order or common law, including without limitation: claims for wrongful termination in violation of public policy; claims under the part Employee Retirement Income Security Act of Releasees committed 1974, as amended; claims for violation of the California Labor Code or omitted prior to the date of this releasefederal Fair Labor Standards Act, including, without limiting the generality of the foregoinglimitation, any claim wage and hour claims, claims for overtime pay and claims for back pay and penalties; claims for discrimination, retaliation or harassment under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Civil Rights Act of 1991, the Age Discrimination in Employment Act, and the California Fair Employment and Housing Act; claims under the Older Workers’ Benefit Protection Act, the state and federal Workers’ Adjustment and Retraining Notification Act; claims under the Family Medical Leave Act and California Family Rights Act; and any and all other claims whatsoever based on contract, quasi-contract, implied contract or tort, including without limitation, defamation, libel, slander, invasion of privacy, interference with business opportunity or with contract, or infliction of emotional distress; claims for breach of the implied covenant of good faith and fair dealing, conspiracy, negligence or negligent misrepresentation; or any claim for bonus or severance pay. This Letter Agreement extends to any current Company officer, director, executive, employee, consultant, shareholder, investor, agent and attorney, whether or not acting in his or her administrative, individual or any other federalcapacity; however, state or local this Letter Agreement does not extend to claims which cannot, as a matter of law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingwaived.
Appears in 1 contract
Samples: Letter Agreement and Release of Claims (Conceptus Inc)
Release of Claims. In exchange for receipt the promises contained in this Agreement and to the extent permitted by law, you, individually and on behalf of the severance benefits (the “Severance Benefits”) described in <insert name>your respective Aristeguieta Transition and Separation Agreement 9 heirs, executors, administrators and assigns, hereby unconditionally release Xxxxx Xxxxxx, Xxxxx Xxxxxx’s (“Executive”) Employment Agreement dated [ ]employee benefit and compensation plans, 2020 (the “Employment Agreement”)programs or arrangements, Executive hereby releases welfare benefit and discharges pension benefit plans and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assigneesplan administrators, successors, and assigns, and any and all of its or their past, present and future directors, officers, stockholdersagents, partnersemployees, trustees, fiduciaries, representatives, insurers, attorneys, and assigns (whether acting as agents for State Street or employees, past or present, or any of them in their individual capacity) (individually and collectively, collectively referred to as “Releasees”), ) from and with respect to any and all claims, agreementsdemands, obligationscharges, demands and liabilities, damages, actions, causes of actionaction and suits of every type whatsoever, known in law or unknown, suspected at equity related to or unsuspected, arising out of your employment or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this releaseits termination, including without limiting the generality of the foregoingbut not limited to: (a) all claims under any local, state or federal discrimination, fair employment practices and other employment-related statute, regulation or executive order (as they may have been amended) prohibiting discrimination, harassment or retaliation based upon any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, protected status including, without limiting limitation, race, ethnicity, national origin, age, gender, pregnancy, marital status, disability, veteran status and sexual orientation. Without limitation, specifically included in this paragraph are any claims arising under the generality of the foregoingAge Discrimination in Employment Act, any claim under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, or any other the Rehabilitation Act of 1973, Section 806 of the Corporate Fraud Accountability Act of 2002, the Equal Pay Act, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, Executive Orders 11246 and 11141, and, to the fullest extent enforceable under applicable law, all similar federal, state or local lawstatutes, regulationregulations and orders; (b) all claims under any other local, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal lawemployment-related statute, regulation or executive order (2) rights Executive as they may have been amended) relating to indemnification any terms and conditions of employment or separation from employment to the fullest extent enforceable under applicable law. Without limitation, specifically included in this paragraph are any claims arising under the Family and Medical Leave Act of 1993, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Worker Adjustment Retraining Notification Act (“WARN”), including any claims regarding advance notice of termination pursuant to WARN, the Fair Credit Reporting Act, and all similar federal, state or local statutes, regulations and orders; (c) all claims for short-term disability benefits, and claims to any non-vested ownership interest in State Street provided through participation in a State Street plan or program other than the awards subject to the Award Agreements; (d) all claims under any state or federal common law theory including, without limitation, under wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence; (e) any other damages, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which you now have, may have or may have had against any of the Executive’s indemnification agreement with Releasees, up to the Companydate you sign this Agreement, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights including without limitation claims arising out of or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission way related to your employment with or Department of Labor. In addition, nothing in this release shall prevent Executive separation from challenging its validity in a legal or administrative proceeding.State Street (including claims for retaliation); and
Appears in 1 contract
Samples: Transition and Separation Agreement (State Street Corp)
Release of Claims. In exchange for receipt a. You – on behalf of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]yourself and your heirs, 2020 (the “Employment Agreement”)executors, Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”)administrators, its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assigneeslegal representatives, successors, directorsbeneficiaries, officersand assigns – unconditionally release and forever discharge the Released Parties from, stockholdersand waive, partnersany and all Claims that you have or may have against any of the Released Parties arising from your employment with the Company, representativesthe termination thereof, insurersand any other acts or omissions occurring on or before the date you sign this Release; provided, attorneyshowever, agents that this Agreement shall not operate to release any Claims that you may have to payments or employees, past benefits under Section 6 of the Employment Agreement or present, any rights you may have to indemnification under any indemnification agreement between you and the Company or any of them its affiliates, or the bylaws or any directors and officers liability insurance policy of the Company or any of its affiliates (individually and collectively, the “ReleaseesUnreleased Claims”).
b. The release set forth in Paragraph 3(a) includes, from and with respect to but is not limited to, any and all claimsClaims under (i) the common law (tort, agreementscontract or other) of any jurisdiction; (ii) the Rehabilitation Act of 1973, obligationsthe Age Discrimination in Employment Act, demands and causes of actionthe Americans with Disabilities Act, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, and any other federal, state and local statutes, ordinances, executive orders and regulations prohibiting discrimination or retaliation upon the Americans with Disabilities Actbasis of age, race, sex, national original, religion, disability, or other unlawful factor; (iii) the National Labor Relations Act; (iv) the Employee Retirement Income Security Act; (v) the Family and Medical Leave Act; (vi) the Fair Labor Standards Act; (vii) the Equal Pay Act; (viii) the Worker Adjustment and Retraining Notification Act; and (ix) any other federal, state or local law.
c. In furtherance of this Release, regulation, constitution, ordinance you promise not to bring any Claims (other than Unreleased Claims) against any of the Released Parties in or common law (collectively, before any court or arbitral authority. You also agree effective as of the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) date of this release to resign any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement and all directorhips with the Company, the Company’s by-laws, the Company’s D&O insurance Company and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingsubsidiaries and affiliates.
Appears in 1 contract
Samples: Executive Employment Agreement (Independence Contract Drilling, Inc.)
Release of Claims. You acknowledge that you have not filed any claims, complaints or actions of any kind against the Company Group with any federal, state, or local court or government or administrative agency and, to the extent you have filed such claims, complaints or actions, you agree to immediately dismiss and terminate them with prejudice. In exchange for receipt of the severance benefits (consideration provided in this Agreement, you and your agents and representatives hereby release, acquit and forever discharge the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]Company Group, 2020 (the “Employment Agreement”), Executive hereby releases their parents and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assigneesrespective officers, directors, owners, agents, servants, employees, attorneys, stockholders, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any assigns and affiliates of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreementsliabilities, obligationsdemands, demands and causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known or and unknown, suspected or and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the Effective Date (as defined below), including but not limited to all such claims and demands directly or indirectly arising out of or in any way connected with eventsthe Company or GoodRx Holdings, acts, conduct, Inc. (other than your rights under this Agreement) or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality termination of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this releaseyour employment, including, without limiting the generality but not limited to: (a) any and all claims under any federal, state or local law, statute, or cause of the foregoingaction including, any claim under but not limited to, Title VII of the Civil Rights Act of 1964, as amended, including without limitation claims for attorneys’ fees, the Americans with Disabilities Act of 1990 (ADA), the Equal Pay Act, the Family and Medical Leave (FMLA) Act, the Age Discrimination in Employment Act (ADEA), the Employee Retirement Income Security Act (ERISA), and the Fair Labor Standards Act (FLSA), all including any amendments and their respective implementing regulations; the California Fair Employment and Housing Act, as amended, and comparable state discrimination statutes; and any other federal, state, local or foreign law that may legally be waived and released; (b) all claims for compensation of any type whatsoever that may be legally waived, including salary, wages, bonuses, and commissions; and (c) any and all claims arising under tort, contract, and quasi-contract law; wrongful discharge; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing. Excluded from this Release are any claims that by law cannot be waived in a private agreement between an employer and employee. Moreover, this Agreement does not prohibit you from: (1) filing a charge or participating in an investigation with the EEOC, NLRB, SEC, FINRA, or any other federalGovernment Agencies (defined herein), state without notice to the Company; (2) exercising any protected rights, to the extent such rights cannot be waived by agreement; (3) discussing or local disclosing information about unlawful acts in the workplace, such as harassment, discrimination or any other conduct or employment practice that you have reason to believe is unlawful; or (4) complying with any applicable law, regulation, constitutionor order, ordinance provided that such compliance does not exceed that required by the law, regulation, or common law (collectively, the “Claims”)order. Notwithstanding the aboveYou do agree, however, Executive is not releasing (1) that by signing this Release you waive your right to monetary or other recovery in any claims that cannot be waived under applicable state claim brought by you or federal lawon your behalf by the EEOC or other similar administrative agency, (2) rights Executive may have except your right to indemnification (includingreceive a monetary award or penalty from any government agency or regulatory, without limitationself-regulatory, under or law enforcement authority in connection with protected whistleblower activity reporting a possible violation of the Executive’s indemnification agreement with the Company, the Company’s by-securities laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing including in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding proceedings before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingSEC.
Appears in 1 contract
Release of Claims. In exchange for receipt of (a) Please read the severance benefits following release carefully. To help you understand it and your rights as a terminated employee, please consult with your attorney.
(b) You hereby release and forever discharge the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases Company and discharges its affiliates and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successorspast and present officers, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or presentagents, or any of them (individually advisors, consultants, successors and collectively, “Releasees”), assigns from and with respect to any and all claimsclaims and liabilities of any nature by you including, but not limited to, all actions, causes of actions, suits, debts, sums of money, attorneys’ fees, costs, accounts, covenants, controversies, agreements, obligationspromises, damages, claims, grievances, arbitrations, and demands and causes of actionwhatsoever, known or unknown, suspected at law or unsuspectedin equity, by contract (express or implied), tort, pursuant to statute, or otherwise, that you now have, ever have had or will ever have based on, by reason of, or arising out of, any event, occurrence, action, inaction, transition or thing of any kind or in any way connected with events, acts, conduct, or omissions nature occurring at any time prior to and including or on the date Executive signs this release, including without Execution Date. Without limiting the generality of the foregoingabove, you specifically release and discharge any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and all claims and causes of actionaction arising, known directly or unknownindirectly, suspected or unsuspected resulting from any act or omission by or on your employment at the part Company, arising under the Employee Retirement Income Security Act of Releasees committed or omitted prior 1974 (except as to the date of this release, including, without limiting the generality claims pertaining to vested benefits under employee benefit plan(s) of the foregoingCompany), any claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Equal Pay Act, the Rehabilitation Act, the Americans with With Disabilities Act, or any other law, statute, ordinance, rule, regulation, decision or order pertaining to employment or pertaining to discrimination on the basis of age, alienage, race, color, creed, gender, national origin, religion, physical or mental disability, marital status, citizenship, sexual orientation or non-work activities. Payment of any amounts and the provision of any benefits provided for in this Agreement do not signify any admission of wrongdoing by the Company, its subsidiaries or any of their affiliates. Notwithstanding the foregoing, nothing in this Agreement limits (i) your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission or any other federal, state or local law, regulation, constitution, ordinance governmental agency or common law commission (collectively, the “ClaimsGovernment Agencies”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3ii) vested rights your ability to communicate with any Government Agencies or benefits under Executive’s 401k otherwise participate in any investigation or other plansproceeding that may be conducted by any Government Agency, or (4iii) Executive’s workers’ compensation rights and, your right to receive an award for information provided further, to any Government Agencies.
(c) You acknowledge that nothing you may hereafter discover claims or facts in addition to or different from those that you now know or believe to exist with respect to the subject matter of the releases contained in this Agreement shall prevent Executive from filingand which, cooperating withif known or suspected at the time of executing this Agreement, might have materially affected your release or decision to enter into this Agreement. Nevertheless, you waives any right, claim, or participating in any proceeding before the Equal Employment Opportunity Commission cause of action that might arise as a result of such different or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal additional claims or administrative proceedingfacts.
Appears in 1 contract
Samples: Separation and Release Agreement (Global Eagle Entertainment Inc.)
Release of Claims. In exchange for receipt of consideration for, among other terms, the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (you voluntarily release and forever discharge the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiariesaffiliated and related entities, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assigneesrespective predecessors, successorssuccessors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, officersshareholders, stockholders, partners, representatives, insurersemployees, attorneys, accountants and agents or employees, past or present, or any of them each of the foregoing in their official and personal capacities (individually and collectively, collectively referred to as the “Releasees”), ) generally from and with respect to any and all claims, agreementsdemands, obligationsdebts, demands damages and causes liabilities of actionevery name and nature, known or unknownunknown (“Claims”) that, suspected or unsuspected, arising out as of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs when you sign this releaseAgreement, including without limiting the generality you have, ever had, now claim to have or ever claimed to have had against any or all of the foregoingReleasees. This release includes, any claim for severance paywithout limitation, profit sharingall Claims: · relating to your employment by and termination of employment with the Company; · of wrongful discharge or violation of public policy; · of breach of contract; · of defamation or other torts; · of retaliation or discrimination under federal, bonus state or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, local law (including, without limiting limitation, Claims of discrimination or retaliation under the generality of Age Discrimination in Employment Act, the foregoingAmericans with Disabilities Act, any claim under and Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, or ); · under any other federal, federal or state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification statute (including, without limitation, Claims under the Executive’s indemnification agreement with Worker Adjustment and Retraining Notification Act or the CompanyFair Labor Standards Act); · for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, either under the Company’s byMassachusetts Wage Act, M.G.L. c. 149, §§148-laws150C, the Company’s D&O insurance or otherwise; and otherwise), (3) vested rights or benefits under Executive’s 401k · for damages or other plansremedies of any sort, or (4) Executiveincluding, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s workers’ compensation rights andfees; provided, provided furtherhowever, that this release shall not affect your rights under this Agreement. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned any Claim to any third party. Notwithstanding the foregoing, nothing in this Agreement shall prevent Executive from filingconstitute a waiver of any rights to indemnification or insurance to which you are entitled under Section 2(h) of the Employment Agreement, cooperating withunder the Indemnification Agreement, or participating in any proceeding before the Equal Employment Opportunity Commission or Department as a matter of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedinglaw.
Appears in 1 contract
Samples: Employment Agreement (Invivo Therapeutics Holdings Corp.)
Release of Claims. In exchange for receipt of the severance benefits (the “Severance Benefits”payment(s) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]the Consideration clause above, 2020 (you hereby waive all claims available under federal, state or local law against the “Employment Agreement”), Executive hereby releases Company and discharges the Employer and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any employee benefit plans and agents of them (individually the Company and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, the Employer arising out of your employment with the Employer or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this releasetermination of that employment, including without limiting but not limited to all claims arising under the generality Americans with Disabilities Act, the Civil Rights Act of 1991, the Employee Retirement Income Security Act, the Equal Pay Act, the Genetic Information Non-discrimination Act, the Family and Medical Leave Act, Section 1981 of the foregoingUnited States Code, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964Act, the Americans with Disabilities Age Discrimination in Employment Act and the Older Workers Benefit Protection Act, or any other federaland [Insert appropriate state law statutes], state or local lawas well as wrongful termination claims, regulationbreach of contract claims, constitutiondiscrimination claims, ordinance or common law harassment claims, retaliation claims, whistleblower claims (collectively, to the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot fullest extent they may be waived released under applicable state law), defamation or federal lawother tort claims, (2) rights Executive may have and claims for attorneys’ fees and costs. You are not waiving your right to indemnification (including, without limitation, vested benefits under the Executive’s indemnification agreement with written terms of the Companyretirement plan, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights claims for unemployment or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights andbenefits, provided furtherany medical claim incurred during your employment that is payable under applicable medical plans or an employer-insured liability plan, claims arising after the date on which you sign this Agreement, or claims that nothing are not otherwise waivable under applicable law. You represent that you have not made any claim or allegation related to unlawful discrimination, harassment, retaliation or sexual abuse, and none of the payments set forth in this Agreement shall prevent Executive from filingrelate to unlawful discrimination, cooperating withharassment, retaliation or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingsexual abuse.
Appears in 1 contract
Samples: Employment Agreement (Biospecifics Technologies Corp)
Release of Claims. In exchange consideration for receipt the Company’s promises and premium contributions set forth above, executive agrees (except as otherwise indicated in the final paragraph of this Paragraph 6) to forever and fully release and discharge the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]Company, 2020 (the “Employment Agreement”)defined to include its successors, Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”)affiliates, its subsidiaries, parentsassigns, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successorsexecutives, directors, employees, managers, officers, stockholders, partners, representativesinvestors, insurers, and attorneys, agents or employees, past or present, or any from all claims and damages of them (individually every kind and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of actionnature, known or and unknown, suspected which exist or unsuspected, arising can arise out of or in any way connected Executive’s employment and/or termination of employment with eventsthe Company, acts, conduct, or omissions occurring at any time prior to through and including the date Executive signs of his signing of this releaseAgreement. This release includes, including without limiting the generality of the foregoingbut is not limited to, any claim for severance payrights or claims arising under the California Constitution; California statutory and common law (including contract law, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands employment law and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on tort law); the part of Releasees committed or omitted prior to California Fair Employment and Housing Act; the date of this release, including, without limiting California Labor Code; the generality of the foregoing, any claim under Age Discrimination in Employment Act (ADEA); Title VII of the Civil Rights Act of 1964, ; the Americans with Disabilities Act, or ; federal and state family leave statutes; and any and all other federal, state and local laws, statutes, executive orders, regulations and common law; any claim for any loss, cost, damage, or local lawexpense 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; any and all claims for attorneys’ fees and costs; and any and all claims relating to, regulationor arising from, constitutionExecutive’s right to purchase, ordinance or common law (collectivelyactual purchase of shares of stock of the Company, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (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. Executive and the Executive’s indemnification agreement with Company agree that this is a compromise settlement of all such claims and therefore, this Agreement does not constitute any admission of liability on the part of the Company, . Executive further agrees and acknowledges that the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, release provided further, that nothing for in this Agreement Section shall prevent apply to all unknown and unanticipated injuries and/or damages (as well as those now disclosed). Executive from filing, cooperating with, or participating in any proceeding before acknowledges and understands that Section 1542 of the Equal Employment Opportunity Commission or Department Civil Code of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceeding.the State of California provides as follows:
Appears in 1 contract
Release of Claims. In exchange for receipt of (a) Please read the severance benefits following release carefully. To help you understand it and your rights as a terminated employee, please consult with your attorney.
(b) You hereby release and forever discharge the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases Company and discharges its affiliates and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successorspast and present officers, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or presentagents, or any of them (individually advisors, consultants, successors and collectively, “Releasees”), assigns from and with respect to any and all claimsclaims and liabilities of any nature by you including, but not limited to, all actions, causes of actions, suits, debts, sums of money, attorneys’ fees, costs, accounts, covenants, controversies, agreements, obligationspromises, damages, claims, grievances, arbitrations, and demands and causes of actionwhatsoever, known or unknown, suspected at law or unsuspectedin equity, by contract (express or implied), tort, pursuant to statute, or otherwise, that you now have, ever have had or will ever have based on, by reason of, or arising out of, any event, occurrence, action, inaction, transition or thing of any kind or in any way connected with events, acts, conduct, or omissions nature occurring at any time prior to and including or on the date Executive signs this release, including without Execution Date. Without limiting the generality of the foregoingabove, you specifically release and discharge any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and all claims and causes of actionaction arising, known directly or unknownindirectly, suspected or unsuspected resulting from any act or omission by or on your employment at the part Company, arising under the Employee Retirement Income Security Act of Releasees committed or omitted prior 1974 (except as to the date of this release, including, without limiting the generality claims pertaining to vested benefits under employee benefit plan(s) of the foregoingCompany), any claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Equal Pay Act, the Rehabilitation Act, the Americans with With Disabilities Act, or any other law, statute, ordinance, rule, regulation, decision or order pertaining to employment or pertaining to discrimination on the basis of age, alienage, race, color, creed, gender, national origin, religion, physical or mental disability, marital status, citizenship, sexual orientation or non-work activities. Payment of any amounts and the provision of any benefits provided for in this Agreement do not signify any admission of wrongdoing by the Company, its subsidiaries or any of their affiliates. Notwithstanding the foregoing, nothing in this Agreement limits (i) your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission or any other federal, state or local law, regulation, constitution, ordinance governmental agency or common law commission (collectively, the “ClaimsGovernment Agencies”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3ii) vested rights your ability to communicate with any Government Agencies or benefits under Executive’s 401k otherwise participate in any investigation or other plansproceeding that may be conducted by any Government Agency, or (4iii) Executive’s workers’ compensation your right to receive an award for information provided to any Government Agencies.
(c) You acknowledge that you have been informed by your attorneys of the provisions of Section 1542 of the California Civil Code, 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 settlement with the debtor.” In that regard, you hereby waive and relinquish all rights and, provided further, and benefits that nothing in this Agreement shall prevent Executive from filing, cooperating with, you have or participating in may have under Section 1542 of the California Civil Code or any proceeding before similar provision of the Equal Employment Opportunity Commission statutory or Department non-statutory law of Laborany other jurisdiction to the full extent that you may lawfully waive all such rights and benefits. In additionconnection with such waiver and relinquishment, nothing you acknowledge that you are aware that you may, on your own behalf or by and through your attorneys, hereafter discover claims or facts in addition to or different from those that you now know or believe to exist with respect to one or more of the parties released hereunder, but that it is your intention to finally settle and release all matters that now exist, may exist or heretofore have existed between you and all parties released hereunder. In furtherance of this release intention, the releases herein given shall prevent Executive from challenging its validity be and remain in a legal effect as full and complete general releases notwithstanding the discovery or administrative proceedingexistence of any such additional or different claims or facts by you, your attorneys or any other person.
Appears in 1 contract
Samples: Release and Transition Services Agreement (Global Eagle Entertainment Inc.)
Release of Claims. In exchange All parties to this Agreement hereby mutually agree and acknowledge that by signing this Agreement, and for receipt other good and valuable consideration, they are waiving their right to assert any and all forms of legal claims against the severance benefits other party of any kind whatsoever, whether known or unknown, arising from the beginning of time through the Effective Date (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment AgreementWaiver and Release”). In addition, Executive hereby releases to the extent permitted by the applicable bylaws of each entity comprising the Company, you shall be defended, held harmless and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and indemnified with respect to any and all claims, agreements, obligations, demands and causes claims of action, known or unknown, suspected or unsuspected, any kind arising out of or in the course and scope of your employment. Except as set forth below, the Waiver and Release is intended to bar any way connected with eventsform of legal claim, actscharge, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance complaint or any other fringe benefitform of action (jointly referred to as “Claims”) by any party to this Agreement seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or disabilityotherwise), the recovery of any damages, or any other claims, agreements, obligations, demands and causes form of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other costs) against the other parties to this Agreement, for any alleged action, inaction or circumstance existing or arising through the Effective Date. Without limiting the generality foregoing Waiver and Release, the parties to this Agreement specifically waive and release each other from the following claims:
(i) Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Effective Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Federal Age Discrimination in Employment Act, the Civil Rights Acts of the foregoing1866 and 1871, any claim under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with With Disabilities Act, the California Fair Employment and Housing Act, the California Labor Code and any similar California or other state statute.
(ii) Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Effective Date) relating to wages, hours or any other federal, state or local law, regulation, constitution, ordinance or common law terms and conditions of employment.
(collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1iii) Claims under any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence.
(iv) Any Claim arising out of your obligation to repay the Company amounts loaned to you in connection with your relocation from Dallas, TX to the Carlsbad, CA area, as set forth in your employment agreement dated October 5, 2005, as amended.
(v) Any other Claim arising under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights state or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingfederal law.
Appears in 1 contract
Samples: Separation and Release Agreement (Alphatec Holdings, Inc.)
Release of Claims. (a) In exchange for receipt of consideration for, and as a condition to receiving the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants Sections 2 through 5 hereof to which you are not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentotherwise entitled, and each of themin consideration for your continued employment with the Company through the Separation Date, as well as each of you hereby generally and completely release the Company and its and their assignees, successors, directors, officers, stockholdersemployees, shareholders, partners, representativesagents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, attorneysaffiliates, agents or employees, past or present, or any of them and assigns (individually and collectively, the “ReleaseesReleased Party”), ) from and with respect to any and all claims, agreements, liabilities and obligations, demands both known and causes of action, known or unknown, suspected or unsuspected, arising that arise out of or are in any way connected with related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs you sign this releaseAgreement. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (2) all claims related to your compensation or benefits from the Company, including without limiting the generality of the foregoingwages, any claim for salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, profit sharingfringe benefits, bonus or similar benefitstock, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilitystock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, agreementsincluding claims for fraud, obligationsdefamation, demands emotional distress, and causes discharge in violation of actionpublic policy; and (5) all federal, known state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or unknown, suspected or unsuspected resulting from any act or omission by or on other claims arising under the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities ActAct of 1990, the federal Worker Adjustment and Retraining and Notification Act (as amended), the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993, and the California Fair Employment and Housing Act (as amended). To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other federalunfair competition law of any jurisdiction with respect to your employment with the Company or the termination thereof. If, state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding notwithstanding the above, howeveryou are awarded any money or other relief under such a claim, Executive is you hereby assign the money or other relief to the Company. Your waiver, release and promises specified in this Section 13(a) do not releasing apply to any rights or claims that may arise after the date you sign this Agreement.
(1b) Excluded from this release are any claims that which cannot be waived under applicable state or federal lawby law in a private agreement between employer and employee, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Companyincluding but not limited to, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in right to enforce this Agreement shall prevent Executive from filingand recover for any breach of it, cooperating withrights under California Labor Code Section 2802, and the right to file a charge with or participating participate in any proceeding before an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or Department of Laborstate or local fair employment practices agency. In additionYou waive, nothing in this release shall prevent Executive from challenging its validity in however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a legal or administrative proceedingclaim on your behalf.
Appears in 1 contract
Samples: Separation Agreement (Yahoo Inc)
Release of Claims. In exchange for receipt of consideration provided to you by this Agreement that you are not otherwise entitled to receive, you hereby generally and completely release the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases Company and discharges its current and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, former directors, officers, stockholdersemployees, shareholders, partners, representativesagents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, attorneysaffiliates, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), assigns from and with respect to any and all claims, agreements, liabilities and obligations, demands both known and causes of action, known or unknown, suspected or unsuspected, arising that arise out of or are in any way connected with related to events, acts, conduct, or omissions occurring at any time prior to and including or on the date Executive signs that you sign this releaseAgreement. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to your employment with the Company, or the termination of that employment; (b) all claims related to your compensation or benefits from the Company, including without limiting the generality of the foregoingsalary, any claim for bonuses, commissions, vacation pay, expense reimbursements, severance pay, profit sharingfringe benefits, bonus or similar benefitstock, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilitystock options, or any other ownership interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing (including but not limited to claims arising from or based on the Bonus Plan, and the Change of Control Agreement); (d) all tort claims, agreementsincluding claims for fraud, obligationsdefamation, demands emotional distress, and causes discharge in violation of actionpublic policy; and (e) all federal, known state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or unknown, suspected or unsuspected resulting from any act or omission by or on other claims arising under the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities ActAct of 1990, the federal Age Discrimination in Employment Act (as amended) (“ADEA”), and the California Fair Employment and Housing Act (as amended). You represent that you Transition Agreement – Xxxxx Xxxxxxxx September 24, 2007 have no lawsuits, claims or actions pending in your name, or on behalf of any other person or entity, against the Company or any other federal, state person or local law, regulation, constitution, ordinance or common law (collectively, entity subject to the “Claims”)release granted in this paragraph. Notwithstanding the aboveforegoing, however, Executive is you are not hereby releasing (1) the Company from any claims that cannot be waived under applicable state obligation undertaken in this Agreement; or federal law, (2) rights Executive any obligation the Company may otherwise have to indemnification (including, without limitation, under indemnify you for your acts within the Executive’s indemnification agreement course and scope of your employment with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingpursuant to your Indemnification Agreement.
Appears in 1 contract
Release of Claims. In exchange consideration for, among other terms, your eligibility for receipt of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this releaserelated entities, including, without limiting limitation, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the generality current and former officers, directors, shareholders, partners, employees, attorneys, accountants and agents of each of the foregoingforegoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when you sign this Release Agreement, you have, ever had, now claim to have or ever claimed to have had against any claim or all of the Releasees. This release includes, without limitation, all Claims: • relating to your employment with the Company; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of discrimination or retaliation under the Americans with Disabilities Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Actand Massachusetts Gen. Law c. 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, commissions, stock, stock options, vacation pay or any other federalcompensation or benefits, state including under the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, or local lawotherwise; and • for damages or other remedies of any sort, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect your vested rights under the Executive’s indemnification agreement with the Company, the Company’s by-laws401(k) plan or your rights under the Release Agreement or the Transition Agreement. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Company’s D&O insurance and otherwise)Releasees with respect to any Claim released by this Release Agreement. As a material inducement to the Company to enter into this Release Agreement, (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, you represent that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in you have not assigned any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingClaim to any third party.
Appears in 1 contract
Release of Claims. In exchange consideration for receipt of the your severance benefits (under the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ](which shall be paid or provided in accordance with, 2020 (and subject to, the “Employment Agreement”), Executive hereby releases and discharges for other valuable and covenants not to sxx Nxxxxx Corporation (sufficient consideration, you voluntarily release and forever discharge the “Company”), its subsidiariesaffiliated and related entities, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assigneesrespective predecessors, successorssuccessors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former members, partners, directors, officers, stockholdersmanagers, partnersunitholders, representativesshareholders, insurersother interest holders, employees, attorneys, accountants, other agents and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or employees, past or present, or any of them unknown (individually and collectively, “ReleaseesClaims”)) that, from and with respect to any and all claims, agreements, obligations, demands and causes as of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs when you sign this releaseRelease, including without limiting the generality you have, ever had, now claims to have or ever claimed to have had against any or all of the foregoingReleasees. This general release of Claims includes, any claim for severance paywithout implication of limitation, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance the release of all Claims: · relating to your employment by and termination from employment with the Company or any other fringe benefitrelated entity; · of wrongful discharge or violation of public policy; · of breach of contract; · of discrimination or retaliation under federal, state or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, local law (including, without limiting limitation, Claims of age discrimination or retaliation under the generality Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the foregoingAmericans with Disabilities Act, any claim and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; · under any other federal or state statute or constitution or local ordinance, [including without limitation the California Fair Employment and Housing Act, the Americans California Family Rights Act and the California Labor Code1;] · of defamation or other torts; 1 If the Executive is located in California, or was located in California during the Executive’s employment with Disabilities Actthe Company, this bracketed language shall apply. · for wages, bonuses, incentive compensation, commissions, stock, stock options, vacation pay or any other federalcompensation or benefits, state either under the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, or local lawotherwise; and · for damages or other remedies of any sort, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. provided that, in no event shall the foregoing be deemed to waive or release (i) your rights under this Release; (ii) any right of indemnification I may have under contract or law, including, without limitation, for any liabilities arising from your actions within the Executive’s indemnification agreement course and scope of your employment with the Company; (iii) any rights which cannot be waived as a matter of law; (iv) to the Accrued Obligations and to any rights you have to severance under the Agreement and (v) any rights you have under the Equity Documents. [In furtherance of your release of Claims, known and unknown, you hereby expressly waive any and all benefits you may have, if any, under Section 1542 of the California Civil Code (“Section 1542”). The Company represents that Section 1542 states the following: 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. The Company further states that for purposes of this Agreement, the Company’s by-laws, term “creditor” in Section 1542 refers to you and the term “debtor” in Section 1542 refers to the Company’s D&O insurance . You acknowledge that you are releasing unknown claims and otherwise), (3) vested waiving all rights you have or may have under Section 1542 or under any other statute or common law principle of similar effect; provided that you are not waiving any rights or benefits under Executiveclaims that may arise out of acts or events that occur after the date on which you sign this Agreement.2] You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s 401k fees or other planscosts from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, or (4) Executive’s workers’ compensation rights and, provided further, you represent that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in you have not assigned any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingClaim to any third party.
Appears in 1 contract
Release of Claims. In exchange consideration for receipt the payments and other benefits described in Section 10 of the severance benefits Employment Agreement, Executive hereby fully and finally releases, waives, and discharges any and all legal claims against the Company that he has through the date on which he signs this Agreement. This full and final release, waiver, and discharge extends to legal and equitable claims of any kind or nature whatsoever including, without limitation, the following:
(a) All claims that Executive has now, whether or not he now knows about the claims;
(b) All claims for attorney’s fees and costs;
(c) All claims for alleged discrimination against him under any applicable federal, state, and local law including, without limitation, rights and claims of age discrimination under the federal Age Discrimination in Employment Act (“Severance BenefitsADEA”) described in <insert name>’s and federal Older Workers Benefits Protection Act (“ExecutiveOWBPA”) ); and discrimination claims under the California Fair Employment Agreement dated [ ], 2020 and Housing Act (the “Employment AgreementCFEHA”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 19641964 (“Title VII”), and the Americans with With Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law Act (collectively, the “ClaimsADA”). Notwithstanding ;
(d) All claims arising out of his employment and the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement termination of his employment and service as an officer with the Company, including, but not limited to, any alleged breach of contract, wrongful termination, termination in violation of public policy, defamation, invasion of privacy, fraud, negligence, infliction of emotional distress, breach of implied contract and breach of the covenant of good faith and fair dealing;
(e) All claims for any other alleged unlawful employment practices arising out of or relating to his employment or separation from employment and service as an officer with the Company; and
(f) All claims for any other form of pay, for example bonus pay, incentive pay, holiday pay, and sick pay. Provided, however, that the foregoing does not constitute a release or waiver of Executive’s rights, if any, to (a) indemnification under any applicable directors & officers liability insurance policy, applicable state and federal law, and the Company’s by-lawscertificate of incorporation and bylaws, (b) any vested interest he may have in any 401(k) plan by virtue of his employment with the Company’s D&O insurance and otherwise), (3c) vested any rights or claims that may arise after it this Agreement is signed, (d) any rights to any unemployment compensation benefits to which he is entitled taking into consideration all payments he receives, (e) the payments and benefits specifically promised to Executive under Executive’s 401k or other plansthis Agreement, or (4f) the right to institute legal action for the purpose of enforcing the provisions of this Agreement. Executive also hereby waives any right to reinstatement to employment with the Company. For purposes of this Section 2, “Executive’s workers’ compensation ” includes anyone who has or obtains any legal rights andor claims through Executive, provided furtherand the term “Company” means Cougar Biotechnology, that nothing in this Agreement shall prevent Executive from filingInc., cooperating withand its past and present parents and subsidiaries, if any, and each of them; and past and present agents, officers, directors, employees, insurers, indemnitors, attorneys, successors or participating in assigns of any proceeding before or all of the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingforegoing entities.
Appears in 1 contract
Release of Claims. In exchange for receipt a. For and in consideration of NET’S acceptance of this Agreement and performance of its obligations under it, including the severance benefits (obligation to make and provide the “Severance Separation Payments and the Separation Benefits”) described in <insert name>, and on behalf of Executive and Executive’s (“Executive”) Employment Agreement dated [ ]representatives, 2020 (the “Employment Agreement”)heirs, Executive hereby releases executors, successors, administrators, and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentassignees, and each of them, as well as each Executive hereby completely releases and forever discharges NET from all claims, rights, demands, actions, obligations, liabilities, debts and causes of action of any and every kind, nature and character whatsoever, known or unknown, that Executive now may have or ever has had against NET and its and their assigneesparents, successorsaffiliates, subsidiaries, directors, officers, stockholdersemployees, partnersagents, representativessuccessors, assigns, insurers, attorneys, agents or employees, past or present, or any of them and attorneys (individually and collectively, the “ReleaseesReleased Claims”). The Released Claims include, and are not limited to, all claims arising from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, Executive’s employment by NET or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality termination of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim that employment; all claims arising under (as amended) Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. sections 1981 through 1988, the Employee Retirement Income Security Act of 1974, the Immigration Reform Control Act, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Occupational Safety and Health Act, or the California Fair Employment and Housing Act, any other federal, state or local law, regulation, constitution, ordinance or and the common law (collectively, the “of contract and tort; and any claim for costs and attorneys’ fees.
b. Released Claims”). Notwithstanding the above, however, Executive is do not releasing include:
(1) claims for already-vested benefits under NET employee-benefit plans;
(2) claims for workers’ compensation benefits or unemployment insurance benefits;
(3) claims for indemnity or contribution that Executive has or could assert under any applicable statute or provision of NET’s articles of incorporation or corporate by-laws; or
(4) claims that cannot be waived under applicable state by private agreement without governmental or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the judicial supervision.
c. Executive’s indemnification agreement with release of claims set forth above is intended to release all Released Claims, whether or not known by Executive. Executive therefore waives the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights protection of California Civil Code section 1542 or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Laboranalogous law. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceeding.Section 1542 provides:
Appears in 1 contract
Samples: Separation Agreement (Network Equipment Technologies Inc)
Release of Claims. In exchange You hereby agree that by signing this agreement and accepting the Severance Compensation, and other good and valuable consideration provided for receipt in this Agreement, you are waiving and releasing your right to assert any form of legal claim against the severance benefits Company1 whatsoever for any alleged action, inaction or circumstance existing or arising from the beginning of time through the Separation Date. Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (the jointly referred to as “Severance BenefitsClaims”) described in <insert name>’s against the Company seeking any form of relief including, without limitation, equitable relief (“Executive”) Employment Agreement dated [ ]whether declaratory, 2020 (the “Employment Agreement”injunctive or otherwise), Executive hereby releases the recovery of any damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and discharges and covenants not to sxx Nxxxxx Corporation (any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Separation Date. 1 For the purposes of this section, the parties agree that the term “Company”)” shall include Xxxxxx Systems, Inc., its divisions, affiliates, parents and subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successorsrespective officers, directors, officersshareholders, stockholdersowners, partners, representatives, insurersemployees, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from assigns. Without limiting the foregoing general waiver and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting you specifically waive and release the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting Company from any act Claim arising from or omission by related to your employment relationship with the Company or on the part of Releasees committed or omitted prior to the date of this releasetermination thereof, including, without limiting limitation: · Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the generality Separation Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Acts of the foregoing1866 and 1871, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Massachusetts or other state statute. · Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Separation Date) relating to wages, hours or any other federalterms and conditions of employment. Without limitation, state or local law, regulation, constitution, ordinance or common law (collectivelyspecifically included in this paragraph are any Claims arising under the Fair Labor Standards Act, the “Claims”)National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any similar Massachusetts or other state statute. Notwithstanding the above, however, Executive is not releasing (1) · Claims under any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. · Any other Claim arising under local, state or federal law. Notwithstanding the Executive’s indemnification agreement with foregoing, this section does not: · release the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing Company from any obligation expressly set forth in this Agreement shall prevent Executive or from filingany obligation, cooperating withincluding without limitation obligations under the Workers Compensation laws, or participating in any proceeding before which as a matter of law cannot be released; · prohibit you from filing a charge with the Equal Employment Opportunity Commission (“EEOC”); · prohibit you from participating in an investigation or Department proceeding by the EEOC or any comparable state or local agency. Your waiver and release, however, are intended to be a complete bar to any recovery or personal benefit by or to you with respect to any claim whatsoever, including those raised through a charge with the EEOC, except those which, as a matter of Laborlaw, cannot be released. In additionYou acknowledge and agree that, nothing in but for providing this release shall prevent Executive from challenging its validity in a legal or administrative proceedingwaiver and release, you would not be receiving the Severance Pay being provided to you under the terms of this Agreement.
Appears in 1 contract
Release of Claims. In exchange for receipt (a) As a condition of the severance benefits Company’s willingness to enter into this Agreement and Release, and in consideration for the Separation Benefits and the agreements of the Company contained in this Agreement and Release, you, with the intention of binding yourself, your heirs, beneficiaries, trustees, administrators, executors, assigns and legal representatives (collectively, the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment AgreementReleasors”), Executive hereby releases release, waive and discharges forever discharge the Company and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentReleasees from, and each of themhereby acknowledge full accord and satisfaction of, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreementsdemands, obligations, demands and causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common law or statutory, under federal, state or local law or otherwise), whether known or unknown, suspected asserted or unsuspectedunasserted, arising out by reason of any act, omission, transaction, agreement or in any way connected with eventsoccurrence that you ever had, acts, conduct, now have or omissions occurring at any time prior hereafter may have against the Company and the Releasees up to and including the date Executive signs of the execution of this release, including without Agreement and Release. Without limiting the generality of the foregoing, the Releasors hereby release and forever discharge the Company and the Releasees from:
i. any claim for severance payand all claims relating to or arising from your employment with the Company, profit sharingthe terms and conditions of that employment, bonus and the termination of that employment;
ii. any and all claims of employment discrimination, harassment or similar benefitretaliation under any federal, equity-based awards and/or dividend equivalents thereonstate or local statute or ordinance, pension, retirement, life insurance, health public policy or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this releasecommon law, including, without limiting the generality of the foregoinglimitation, any claim and all claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Exhibit 10.26 Americans with Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectivelythe Rehabilitation Act of 1973, the Age Discrimination in Employment Act (“ClaimsADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Fair Labor Standards Act, the Equal Pay Act, the Xxxxxxxx-Xxxxx Act, the Family Medical Leave Act, the Health Insurance Portability and Accountability Act of 1966, the National Labor Relations Act, the Occupational Safety and Health Act; the Rehabilitation Act; the; the Equal Pay Act; the Fair Credit Reporting Act, the Florida Civil Rights Act, the Florida Labor Code and the Florida Constitution, as such laws have been or may be amended;
iii. Notwithstanding the aboveany and all claims for employee benefits, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, any and all claims under the Executive’s indemnification agreement with the CompanyEmployee Retirement Income Security Act of 1974, the Company’s by-lawsas amended; provided, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided furtherhowever, that nothing in this Agreement shall prevent Executive from filingparagraph 5 is intended to release, cooperating withdiminish, or participating otherwise affect any vested monies or other vested benefits to which you may be entitled from, under, or pursuant to any savings or retirement plan of the Company;
iv. any and all claims for slander, libel, defamation, negligent or intentional infliction of emotional distress, personal injury, prima facie tort, negligence, compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; and
v. any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, medical fees or expenses, costs and disbursements and the like. By entering into this Agreement and Release, you represent and agree that the failure of this Agreement and Release to specifically identify or enumerate above any statute or common law theory under which you release claims is not intended by you or the Company to limit, diminish or impair in any proceeding before way your intended and actual release all claims, demands, causes of action, and liabilities of any kind whatsoever against the Equal Employment Opportunity Commission Company and the Releasees.
(b) For purposes of this Agreement and Release, the term “the Company and the Releasees” includes Virgin Management USA, Inc. and its parents, subsidiaries, predecessors, direct and indirect affiliates, related companies, successors and assigns, regardless of the jurisdiction in which such entities may be located, and all of its and their respective past, present and future owners, partners, employees, representatives and agents, whether acting as agents or Department in their individual capacities, and this Agreement and Release shall inure to the benefit of Laborand shall be binding and enforceable by all such entities and individuals. In additionExhibit 10.26
(c) It is understood that this release does not serve to waive any rights or claims that, pursuant to law, cannot be waived or subject to a release, including without limitation: (a) claims for unemployment or workers’ compensation benefits; (b) rights to vested benefits under any applicable welfare, retirement and/or pension plans; (c) rights to defense and indemnification, if any, from the Company for actions taken by you in the course and scope of her employment with the Company; (d) claims, actions, or rights arising under or to enforce the terms of this Agreement; and/or (e) the right to file a charge with an administrative agency or participate in an agency investigation; provided, however, that you hereby waive your right to recover any money in connection with such charge or investigation; or (f) your right pursuant to the OWBPA to seek a judicial determination of the validity of the Agreement’s waiver of claims under the ADEA. Further, nothing in this release shall prevent Executive herein prohibits you from challenging its validity in a legal making any report or administrative proceedingdisclosure that is protected under the whistleblower provisions the Xxxxxxxx-Xxxxx Act or similar federal law or regulation.
Appears in 1 contract
Samples: Executive Employment Agreement (Emergent Capital, Inc.)
Release of Claims. In exchange for receipt of I irrevocably and unconditionally release, acquit and discharge the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases Company and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successorsofficers, directors, employees and agents, and all of its affiliates, and all of their officers, stockholdersdirectors, partners, representatives, insurers, attorneys, employees and agents or employees, past or present, or any of them (individually and collectively, the “Releasees”)) from any and all claims or causes of action, from suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever which I have ever had, now have or may have against the Releasees, in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, omission, course or thing whatsoever occurring up to the date this Release is signed by me, including without limitation, any claim arising out of or related to my employment or termination of such employment. I hereby waive any and all rights I may have, directly or indirectly, now or at any time in the future of any nature, with respect to any and all claimsclaim, agreementscharge, obligations, demands and causes of action, known or unknown, suspected or unsuspectedlawsuit, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to my employment and including the date Executive signs this release, including without limiting the generality termination of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands employment up and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to through the date of the execution of this releaseRelease, includingincluding for purposes of obtaining any monetary award, without limiting reinstatement of employment or for any equitable relief. I acknowledge that this Release includes, but is not limited to, all claims arising under federal, state or local laws prohibiting employment discrimination and all claims growing out of any legal restrictions on the generality Company’s right to terminate its employees including any common law and/or breach of the foregoingcontract, any claim whistleblower, tort, or retaliation claims and all claims related to payment of compensation. This Release also specifically encompasses all claims of employment discrimination based on race, color, religion, sex, and national origin, as provided under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981(a), all claims of discrimination based on age, as provided under the Age Discrimination in Employment Act of 1967, as amended, the Older Worker Benefit Protection Act, all claims under the Employee Retirement Income Security Act (“ERISA”), all claims under the Family and Medical Leave Act (“FMLA”), all claims under the Fair Credit Reporting Act, all claims under the National Labor Relations Act, and all claims of employment discrimination under the Americans with Disabilities ActAct (“ADA”) as well as claims under state law as provided under the Arizona, Florida, Texas, Nevada, Louisiana, Utah or Tennessee Code and any other applicable state laws concerning my employment. I agree not to file any claim, charge or cause of action whatsoever against the Releasees concerning actions occurring during employment whether or not of an employment related matter. Notwithstanding the foregoing, I expressly do not waive any claims I may have (i) to enforce my rights under the Employment Agreement, including my right to receive the Accrued Obligations and Pro Rata Bonus, as defined therein; (ii) to indemnification that I may have against any of the Releasees in connection with my service to the Company and its affiliates through the date of my termination of employment; or (iii) related to any coverage that I may have under any directors and officers liability insurance policy maintained by the Company or its affiliates. Further, if I execute and deliver to the Company this Release and do not revoke it during the revocation period described in paragraph 4 below and the Company does not execute and deliver to me the Company Release in the form attached hereto as Annex I no later than 5 business days after the expiration of revocation period described in paragraph 4 below and I am not otherwise in breach of any of my obligations under the Employment Agreement, this Release, or any other federalapplicable agreement between me and the Company or its affiliates, state or local lawthen this paragraph 1 shall have no effect, regulation, constitution, ordinance or common law (collectively, but the “Claims”). Notwithstanding Company shall nonetheless remain obligated to pay the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement relevant Release Payments in accordance with the Company, terms and conditions of the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingAgreement.
Appears in 1 contract
Release of Claims. In exchange By signing this Release, you, for receipt of the severance benefits yourself and for your heirs, executors, administrators, trustees, legal representatives and assigns (the hereinafter referred to collectively as “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment AgreementReleasors”), Executive hereby releases forever release and discharges and covenants not to sxx Nxxxxx Corporation (discharge the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), Company Entities from and with respect to any and all claims, agreementsdemands, obligations, demands and causes of action, fees and liabilities of any kind whatsoever, whether known or unknown, suspected which you ever had, now have, or unsuspectedmay have against any of the Company Entities by reason of any act, arising out of or in any way connected with eventsomission, actstransaction, practice, plan, policy, procedure, conduct, occurrence, or omissions occurring at any time prior other matter, up to and including the date Executive signs this releasehereof, including without limiting the generality but not limited to claims for, under or based on:
(a) any claims for wrongful termination, retaliation, detrimental reliance, defamation, invasion of the foregoingprivacy, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilityintentional infliction of emotional distress, or any other common law claims;
(b) any claims for the breach of any written, agreementsimplied or oral contract between Employee and Company, obligationsincluding but not limited to any contract of employment or investment;
(c) any claims of discrimination, demands harassment or retaliation based on such things as age, national origin, ancestry, race, religion, sex, sexual orientation, marital status, or physical or mental disability or medical condition;
(d) any claims for payments of any nature, including but not limited to wages, overtime pay, vacation pay, severance pay, commissions, bonuses and causes benefits or the monetary equivalent of actionbenefits, known but not including any claims for unemployment or unknownworkers’ compensation benefits (it being understood that the Company shall not contest your application for unemployment insurance or workers’ compensation benefits), suspected or unsuspected resulting from for the consideration being provided to you pursuant to paragraph 2 of this Release;
(e) all claims that you have or that may arise under the common law and all federal, state and local statutes, ordinances, rules, regulations and orders, including but not limited to any act claim or omission by or cause of action based on the part Fair Labor Standards Act, the Equal Pay Act, the Sarbanes Oxley Act of Releasees committed or omitted prior to the date of this release2002, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (ADEA), the Family and Medical Leave Act, the Americans with Disabilities Act, or the Civil Rights Acts of 1866, 1871 and 1991, the Rehabilitation Act of 1973, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, the Uniformed Services Employment and Reemployment Rights Act, Executive Order 11246, the New York Labor Law, the New York Occupational Safety and Health Laws, the New York Equal Pay Law, the New York State Human Rights Law, the New York Civil Rights Act, the New York Worker Adjustment and Retraining Notification Act, the New York Worker’s Compensation Retaliation Law, the New York City Administrative Code, including the New York City Human Rights Act, any and all New York “Whistleblower” statutes and laws, and any other federalstate laws governing employee rights, state as each of them has been or local law, regulation, constitution, ordinance or common law may be amended; and
(collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1f) any claims that for attorneys’ fees, costs, disbursements or the like.
(g) Notwithstanding the foregoing, the release set forth in this paragraph 3 shall not extend to: (i) those rights which as a matter of law cannot be waived waived; (ii) claims, causes of action or demands of any kind that may arise after the date hereof and that are based on acts or omissions occurring after such date; (iii) claims for indemnification or contribution under any operative documents of the Company Entities, or claims for coverage under any directors and officers insurance policy applicable state to you; (iv) claims under COBRA; (v) claims with respect to accrued, vested benefits or federal law, (2) rights Executive may have to indemnification (including, without limitation, payments under the Executive’s indemnification agreement with any employee benefit or equity plan of the Company, ; and (vi) claims to enforce the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in terms of this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingRelease.
Appears in 1 contract
Samples: Employment Agreement (Xo Group Inc.)
Release of Claims. a. In exchange for receipt the commitments of the severance benefits (the “Severance Benefits”) described Company as set forth in <insert name>’s (“Executive”) Employment Agreement dated [ ]this Agreement, 2020 (the “Employment Agreement”)which Executive acknowledges and agrees provide consideration to which Executive would not otherwise be entitled, Executive hereby releases agrees to release and discharges discharge unconditionally the Company and covenants not to sxx Nxxxxx Corporation (the “Company”), any of its past or present subsidiaries, parentsaffiliates, or affiliated corporationsrelated entities, predecessors, merged entities and parent entities, benefit plans, and all of their respective past and present, and each of them, as well as each of its and their assignees, successorspresent officers, directors, officers, stockholders, partnersemployees, benefit plan administrators and trustees, agents, attorneys, insurers, representatives, insurersaffiliates, attorneys, agents or employees, past or present, or any and all of them their respective successors and assigns (individually and collectively, the “ReleaseesCompany Released Parties”), from and with respect to any and all claims, agreementsactions, causes of action, demands, obligations, demands grievances, suits, losses, debts and causes expenses (including attorney’s fees and costs), damages and claims in law or in equity of actionany nature whatsoever, known or unknown, suspected or unsuspected, arising out of or in any way connected with eventsExecutive ever had, acts, conductnow has, or omissions occurring at may ever have against any time prior Company Released Party up to and including the date day on which Executive signs this release, including without Agreement. Without limiting the generality of the foregoing, the claims Executive is waiving include, but are not limited to, (a) any claim for severance payclaims, profit sharingdemands, bonus and causes of action alleging violations of public policy, or similar benefitof any federal, equity-based awards and/or dividend equivalents thereonstate, pensionor local law, retirementstatute, life insuranceregulation, health executive order, or medical insurance ordinance, or of any duties or other obligations of any kind or description arising in law or equity under federal, state, or local law, regulation, ordinance, or public policy having any bearing whatsoever on the terms or conditions of Executive’s employment with or by the Company or the termination or resignation of Executive’s employment with the Company or any association or transaction with or by the Company; (b) all claims of discrimination or harassment on the basis of sex, race, national origin, religion, sexual orientation, disability, veteran status or any other fringe benefitlegally protected category, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim retaliation; (c) all claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the Genetic Information Nondiscrimination Act, 42 U.S.C. § 1981, as amended, and all other federal, state and local fair employment and anti-discrimination laws, all as amended; (d) all claims under the Worker Adjustment and Retraining Notification Act and similar state and local statutes, all as amended; (e) all claims under the National Labor Relations Act, as amended; (f) all claims under the Family and Medical Leave Act and other federal, state and local leave laws, all as amended; (g) all claims under the Employee Retirement Income Security Act (except with respect to accrued vested benefits under any retirement or 401(k) plan in accordance with the terms of such plan and applicable law); (h) all claims under the Saxxxxxx-Xxxxx Xct of 2002, the False Claims Act, the Doxx-Xrxxx Xxxx Xtreet Reform and Consumer Protection Act, the Securities Exchange Act of 1934, the Commodity Exchange Act, the Consumer Financial Protection Act, the American Recovery and Reinvestment Act, the Foreign Corrupt Practices Act, and the EU Competition Law; (i) all claims of whistleblowing and retaliation under federal, state and local laws; (j) all claims under any principle of common law or sounding in tort or contract; (k) all claims concerning any right to reinstatement; and (l) all claims for attorneys’ fees, costs, damages or other relief (monetary, equitable or otherwise), whether under federal, state or local law, regulationwhether statutory, constitution, ordinance regulatory or common law law, to the fullest extent permitted by law. Further, each of the persons and entities released herein is intended to and shall be a third-party beneficiary of this Agreement. This release of claims does not affect or waive any claim for workers’ compensation benefits, unemployment benefits or other legally non-waivable rights or claims; claims that arise after Executive signs this Agreement; Executive’s rights to indemnification or advancement of expenses under the bylaws of the Company or under any applicable directors and officers liability insurance policy with respect to Executive’s liability as an employee, director or officer of the Company; Executive’s right to exercise any and all Company stock options held by Executive that are exercisable as of the Transition Date during the applicable period of exercise and in accordance with all other terms of those options and the stock options plans, agreements, and notices under which such options were granted; or Executive’s right to enforce the terms of this Agreement. Additionally, nothing in this Agreement waives or limits Executive’s right to file a charge with, provide information to or cooperate in any investigation of or proceeding brought by a government agency (collectively, the “Claims”). Notwithstanding the above, however, though Executive acknowledges Executive is not releasing entitled to recover money or other relief with respect to the claims waived in this Agreement).
b. Executive represents and warrants that she has not filed any claim, charge or complaint against the Company or any of the released parties based upon any of the matters released in (a) above.
c. Executive acknowledges that: (i) the commitments of the Company under this Agreement, including the benefits provided in Sections 2 and 5 of this Agreement, constitute adequate consideration for the release of claims set forth in this Section 7(a), and (ii) the commitments of the Company under this Agreement, including the payments provided in Section 5 of this Agreement constitute adequate consideration for the release of claims set forth in the Transition Period Termination Release.
d. Executive intends that this release of claims cover all claims described in Section 7(a) above whether or not known to Executive. Executive further recognizes the risk that, subsequent to the execution of this Agreement, Executive may incur loss, damage or injury which Executive attributes to the claims encompassed by this release. Executive also expressly waives and relinquishes, to the fullest extent permitted by law, any and all rights she may have under California Civil Code Section 1542, or the comparable provisions of the laws of any other jurisdiction, 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.”
e. Executive represents and warrants that there has been no assignment or other transfer of any interest in any claim by Executive that is covered by the release set forth in Section 7(a).
f. The Company, with the intention of binding itself and its predecessors and successors, does hereby waive and release Executive from any and all claims, causes of action, demands, obligations, grievances, suits, losses, debts and expenses (including attorney’s fees and costs), damages and claims in law or in equity related to or arising out of Executive’s employment and Employment Agreement with the Company and the end of that employment, whether known and unknown, asserted or unasserted, which the Company has or may have against Executive as of the date of execution of this Agreement. This release shall not include the following: (1) any claims act or omission by Executive that cannot be waived under applicable state is a material violation of any statute, regulation, ordinance or federal other law, (2) rights Executive may have to indemnification (includingany willful or deliberate misconduct by Executive, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department as to which a release of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingclaims is not permitted under applicable law.
Appears in 1 contract
Release of Claims. In exchange consideration for receipt of the severance benefits (compensation and other consideration set forth above and more fully in the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases I and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”)my heirs, its subsidiariesexecutors, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assigneesadministrators, successors, assigns and trustees, and anyone claiming for or through me (collectively, the “Releasors”) hereby fully waive, release, give up and forever discharge the Company, including, without limitation, all of the Company and its affiliates including its parents, subsidiaries and other entities of its corporate group, joint ventures, and their respective current and former directors, officers, members, employees, agents, insurers, stockholders, partnersshareholders, representatives, insurerspredecessors, attorneyssuccessors and assigns, agents or employeesand all persons acting by, past or presentthrough, under, or in concert with any of them (individually and collectively, collectively the “Releasees”), of and from and with respect to any and all rights, liability, damages, claims, agreements, obligations, demands and causes of actionaction and demands of whatsoever kind, in law or in equity, under federal and state constitutions, statutes or common law, whether direct or indirect, known or unknown, suspected or unsuspected, arising out of or relating in any way connected to your employment with eventsthe Company, acts, conductany agreement concerning such employment, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality termination of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to that employment arising before the date of this releaseRelease Agreement. I acknowledge and understand that by entering into this Release I am waiving and releasing any legal claims I may have relating to my employment at the Company and the termination of that employment. This release includes, including, without limiting the generality of the foregoingbut is not limited to, any claim claims for additional compensation, reimbursement, benefits, or wages in any form, damages, reemployment, or reinstatement. This release also includes, but is not limited to, all claims under any state, federal or local laws, including ERISA, 29 USC § 1001 et seq.; Title VII of the Civil Rights Act of 1964, 42 USC § 2000e et seq. as amended; the Pregnancy Discrimination Act; the Post Civil War Civil Rights Acts, 42 USC §§ 1981-88; the Civil Rights Act of 1991; the Equal Pay Act; the Age Discrimination in Employment Act; the Americans with Disabilities Act; the Federal Family and Medical Leave Act; the Worker Adjustment and Retraining Notification Act; the Rehabilitation Act of 1973; the Occupational Safety and Health Act; the Labor Management Relations Act; the National Labor Relations Act; the Uniformed Services Employment and Reemployment Rights Act; the Fair Labor Standards Act; and Executive Order 11246, all as amended, including any regulations or guidelines thereunder, and any other applicable or analogous state or federal law or statutory, local or common law regulating employment including claims for retaliation, wrongful discharge, contract and tort claims, and any and all claims under any other federal, state or local labor law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal civil rights law, (2) fair employment practice law, or human rights Executive may have law, any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, fraud, violation of public policy, breach of contract, breach of implied covenant of good faith and fair dealing, personal injury, mental anguish, injury to indemnification (includinghealth and/or personal reputation, without limitationprima facie tort, under and any other claim arising out of my employment with or the Executive’s indemnification agreement termination of my employment with the Company, or under any other facts or circumstances whatsoever, any and all claims for monetary recovery, including but not limited to, back pay, front pay, liquidated, compensatory, and punitive damages, and attorneys’ fees, experts’ fees, disbursements and costs, which any of the Company’s by-lawsReleasors ever had, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plansnow have, or (4) Executive’s workers’ compensation rights andhereafter can, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating withshall, or participating in may have, for, upon, or by reason of any proceeding before matter, cause, or thing whatsoever from the Equal Employment Opportunity Commission or Department beginning of Labor. In additiontime to the execution date of this Agreement, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingagainst any of the Releasees.
Appears in 1 contract
Samples: Equity Securities Purchase Agreement (CIPHERLOC Corp)
Release of Claims. In exchange for receipt of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not Employee agrees to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentrelease, and each of themhereby releases, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands claims and causes of action, of every kind and nature, whether known or unknown, suspected arising against the Company, Xxxxx.xxx Inc. (“Match”), IAC/InterActiveCorp (“IAC”) and any of their respective directors, officers, current and former employees, affiliates and representatives, in their representative capacities (collectively the “Releasees”) for, upon or unsuspectedby reason of any matter, cause or thing arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including from the date Executive signs this release, including without limiting the generality beginning of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior world to the date of execution of this releaseAgreement, including, without limiting but not limited to, the generality of following: (a) claims arising under the foregoingfederal or any state constitution; (b) claims arising under any federal or any state statute, any claim under Title VII of including the Civil Rights Age Discrimination in Employment Act of 19641967, the Americans with Disabilities Act, or any other Older Workers Benefit Protection Act and the California Labor Code; (c) claims arising under federal, state or local lawlaws prohibiting discrimination in employment; (d) claims for wrongful termination, regulationbreach of contract, constitutionbreach of public policy, ordinance physical or common law mental harm or distress; (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1e) any claim for attorneys’ fees and costs; and (f) any and all other claims arising from Employee’s employment relationship with the Company or the termination of that relationship. Employee agrees that he will not file any legal action asserting any such claims. 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: (i) any obligations incurred under this Agreement; (ii) claims that cannot be waived under applicable state released as a matter of law; (iii) claims for wages, vacation/paid time off, or federal lawreimbursable expenses earned or due to Employee; and (iv) claims arising out of or relating to Employee’s right to purchase, (2) or actual purchase of, shares of stock of the Company or any rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the CompanyStock Option Plan, the Company’s by-lawsStock Option Agreement, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plansSettlement Agreement, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingFunding and Governance Agreement.
Appears in 1 contract
Release of Claims. In exchange for receipt of the severance benefits (consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of themits affiliated, as well as each of related, parent and subsidiary entities, and its and their assignees, successors, current and former directors, officers, stockholdersemployees, shareholders, partners, representativesagents, attorneys, predecessors, successors, insurers, attorneysaffiliates, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), assigns from and with respect to any and all claims, agreementsliabilities, obligationsdemands, demands and causes of action, and obligations, both known or and unknown, suspected or unsuspected, arising out of from or in any way connected with related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs you sign this releaseAgreement. This general release includes, but is not limited to: (a) all claims arising from or in any way related to your employment with the Company or the decision to transition or terminate that employment; (b) all claims related to your compensation or benefits from the Company, including without limiting the generality of the foregoingsalary, any claim for bonuses, commissions, vacation pay, expense reimbursements, severance pay, profit sharingfringe benefits, bonus or similar benefitstock, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilitystock options, or any other ownership, equity, or profits interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, agreementsincluding claims for fraud, obligationsdefamation, demands emotional distress, and causes discharge in violation of actionpublic policy; and (e) all federal, known state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or unknown, suspected or unsuspected resulting from any act or omission by or on other claims arising under the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities Act of 1990, the California Labor Code (as amended), the California Family Rights Act, or any other federal, state or local the Age Discrimination in Employment Act (“ADEA”) (as amended) and the California Fair Employment and Housing Act (as amended). For the avoidance of doubt and to the extent permitted by law, regulationyou waive your right to institute in the future any complaint, constitutionclaim, ordinance charge, lawsuit, or common administrative proceeding, or action at law (or otherwise against the Company, based on conduct occurring as of your execution of the Release. In addition, you agree not to accept any relief or recovery from any such action or proceeding filed on your behalf. Furthermore, to the fullest extent permitted by applicable law, you agree that you will not knowingly permit yourself to be a member of any class seeking relief against the Company, or allow a suit to be brought on your behalf, whether individually or collectively, regarding any claim released by this Agreement and the “Claims”)Release. Notwithstanding the above, howeveryou agree that this Agreement and the Release does not affect the rights or responsibilities of the Equal Employment Opportunity Commission (“EEOC”) or any other human rights agency to enforce any applicable law or permit interference with your ability to participate in an investigation or proceeding conducted by the EEOC, Executive is although you agree not to accept any relief from such proceeding. Notwithstanding the foregoing, you are not releasing the Company hereby from: (1i) any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance; (ii) any claims that cannot be waived under applicable state or federal by law; and (iii) any claims for breach of this Agreement. You acknowledge and agree that the foregoing release of claims is provided in exchange for your materially modified terms and conditions of employment during the Advisory Period, (2) rights Executive may have to indemnification (including, without limitation, under eligibility for certain severance benefits and other consideration provided by the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing Company in this Agreement shall prevent Executive from filingAgreement, cooperating with, and not in exchange for a raise or participating in any proceeding before the Equal Employment Opportunity Commission or Department as a condition of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingcontinued employment.
Appears in 1 contract
Samples: Special Advisor Agreement (Hp Inc)
Release of Claims. In exchange for receipt of consideration for, among other terms, the severance benefits (the “Severance Benefits”) equity terms described in <insert name>’s (“Executive”) Employment this Agreement dated [ ]and the opportunity to engage in Consulting Services, 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants to each of which you acknowledge you would otherwise not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentbe entitled, and each of themwhich you agree are independently sufficient consideration for this Agreement, as well as each of you voluntarily release and forever discharge the Company, its affiliated and related entities, its and their assigneesrespective predecessors, successorssuccessors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, officersshareholders, stockholders, partners, representatives, insurersemployees, attorneys, accountants and agents or employees, past or present, or any of them each of the foregoing in their official and personal capacities (individually and collectively, collectively referred to as the “Releasees”), ) generally from and with respect to any and all claims, agreementsdemands, obligationsdebts, demands damages and causes liabilities of actionevery name and nature, known or unknownunknown (“Claims”) that, suspected or unsuspected, arising out as of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs when you sign this releaseAgreement, including without limiting the generality you have, ever had, now claim to have or ever claimed to have had against any or all of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, includingReleasees. This release includes, without limiting limitation, all Claims: • relating to your employment by and termination of employment with the generality Company; • of the foregoing, any claim wrongful discharge or violation of public policy; • of breach of contract; • of defamation or other torts; • of retaliation or discrimination under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, claims under the ExecutiveAge Discrimination in Employment Act); • under any other federal or state statute; • under your Employment Agreement; • for wages, bonuses, incentive compensation, commissions, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect (i) your rights under this Agreement, (ii) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification agreement with under the Company’s or its affiliates’ organizational documents, applicable law or otherwise, (iii) any rights you may have as a member or holder of equity or other securities of the Company, and (iv) any rights or entitlements under a sale, purchase, merger or other transaction agreement. You acknowledge and represent that, except for bonus payment due for the fiscal year ending December 31, 2020, continued or accelerated vesting of stock awards as provided in this Agreement, receipt of the 2021 Equity Grant (if applicable), or as otherwise expressly provided for in this Agreement, the Company has paid or provided, and you are not owed or eligible for, all salary, severance (including severance under your Employment Agreement), wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to you. You specifically represent that you are not due to receive any severance, commissions or other incentive compensation from the Company, except with respect to the compensation expressly provided herein. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s by-lawsfees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned any Claim to any third party. You hereby resign from any other position you hold with the Company or any Company affiliate, effective as of the Separation Date. For the sake of clarity, the Company’s D&O insurance and otherwise)foregoing sentence shall not apply to your work with Geauga Rehabilitation Engineering, (3) vested rights or benefits under Executive’s 401k or other plansInc. The Company acknowledges that, or (4) Executive’s workers’ compensation rights andas of the Separation Date, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in it is not aware of any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingclaims against you.
Appears in 1 contract
Samples: Transitional Services and Separation Agreement (Myomo, Inc.)
Release of Claims. In exchange for receipt of (a) You hereby release and forever discharge the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, Company and each of them, as well as each of its past and their assignees, successorspresent officers, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or presentagents, or any of them (individually advisors, consultants, successors and collectively, “Releasees”), assigns from and with respect to any and all claimsclaims and liabilities of any nature by you including, but not limited to, all actions, causes of actions, suits, debts, sums of money, attorneys’ fees, costs, accounts, covenants, controversies, agreements, obligationspromises, damages, claims, grievances, arbitrations, and demands and causes of actionwhatsoever, known or unknown, suspected at law or unsuspectedin equity, by contract (express or implied), tort, pursuant to statute, or otherwise, that you now have, ever have had or will ever have based on, by reason of, or arising out of, any event, occurrence, action, inaction, transition or thing of any kind or in any way connected with events, acts, conduct, or omissions nature occurring at any time prior to and including or on the effective date Executive signs of this release, including without Release. Without limiting the generality of the foregoingabove, you specifically release and discharge any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and all claims and causes of actionaction arising, known directly or unknownindirectly, suspected or unsuspected resulting from any act or omission by or on your employment at the part Company, arising under the Employee Retirement Income Security Act of Releasees committed or omitted prior 1974 (except as to the date of this release, including, without limiting the generality claims pertaining to vested benefits under employee benefit plan(s) of the foregoingCompany), any claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Equal Pay Act, the Rehabilitation Act, the Americans with With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, all as amended, or any other law, statute, ordinance, rule, regulation, decision or order pertaining to employment or pertaining to discrimination on the basis of age, alienage, race, color, creed, gender, national origin, religion, physical or mental disability, marital status, citizenship, sexual orientation or non-work activities. Payment of any amounts and the provision of any benefits provided for in this Release do not signify any admission of wrongdoing by the Company, its Subsidiaries or any of their affiliates. Notwithstanding any provision of this Release to the contrary, this Release does not include a release of claims (i) arising out of a breach of this Release or any amounts due under it, (ii) with respect to any rights to indemnification under any indemnification agreement with the Company and/or the Company’s governing documents, (iii) which cannot be released as a matter of law, including without limitation, claims for unemployment benefits, workers’ compensation claims, or any rights Executive may have under California Labor Code section 2802, (iv) with respect to Executive’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local lawgovernmental or law enforcement branch, regulation, constitution, ordinance agency or common law entity (collectively, the a “ClaimsGovernmental Entity”). Notwithstanding the above) with respect to possible violations of any U.S. federal, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal lawlocal law or regulation, (2) rights Executive may have or otherwise make disclosures to indemnification (includingany Governmental Entity, without limitationin each case, that are protected under the Executive’s indemnification agreement whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plansapplicable law, or (4v) with respect to Executive’s workers’ compensation right to receive an award from a Governmental Entity for information provided under any whistleblower program.
(b) You acknowledge that you have been informed by your attorneys of the provisions of Section 1542 of the California Civil Code, 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 settlement with the debtor.” In that regard, you hereby waive and relinquish all rights and, provided further, and benefits that nothing in this Agreement shall prevent Executive from filing, cooperating with, you have or participating in may have under Section 1542 of the California Civil Code or any proceeding before similar provision of the Equal Employment Opportunity Commission statutory or Department non-statutory law of Laborany other jurisdiction to the full extent that you may lawfully waive all such rights and benefits. In additionconnection with such waiver and relinquishment, nothing you acknowledge that you are aware that you may, on your own behalf or by and through your attorneys, hereafter discover claims or facts in addition to or different from those that you now know or believe to exist with respect to one or more of the parties released hereunder, but that it is your intention to finally settle and release all matters that now exist, may exist or heretofore have existed between you and all parties released hereunder. In furtherance of this release intention, the releases herein given shall prevent Executive from challenging its validity be and remain in a legal effect as full and complete general releases notwithstanding the discovery or administrative proceedingexistence of any such additional or different claims or facts by you, your attorneys or any other person.
Appears in 1 contract
Samples: Waiver of Claims and General Release Agreement (Global Eagle Entertainment Inc.)
Release of Claims. In exchange for receipt of consideration for, among other terms, the severance benefits (opportunity to continue your employment during the “Severance Benefits”) Transition Period and the Additional Consideration described in <insert name>’s (“Executive”) Employment Agreement dated [ ]Sections 1 and 2, 2020 (to each of which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiariesaffiliated and related entities, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assigneesrespective predecessors, successorssuccessors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, officersshareholders, stockholders, partners, representatives, insurersemployees, attorneys, accountants and agents or employees, past or present, or any of them each of the foregoing in their official and personal capacities (individually and collectively, collectively referred to as the “Releasees”), ) generally from and with respect to any and all claims, agreementsdemands, obligationsdebts, demands damages and causes liabilities of actionevery name and nature, known or unknownunknown (“Claims”) that, suspected or unsuspected, arising out as of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs when you sign this releaseAgreement, including without limiting the generality you have, ever had, now claim to have or ever claimed to have had against any or all of the foregoingReleasees, any claim for severance payunless excluded below. This release includes, profit sharingwithout limitation, bonus all Claims: • relating to your employment by and termination of employment with the Company; • of wrongful discharge or similar benefitviolation of public policy; • of breach of contract; • of defamation or other torts; • of retaliation or discrimination under federal, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health state or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, local law (including, without limiting limitation, Claims of discrimination, retaliation or otherwise under the generality of the foregoingAmericans with Disabilities Act, any claim under Age Discrimination in Employment Act, and Title VII of the Civil Rights Act of 1964); • under any other federal or state statute; • for wages, the Americans with Disabilities Actbonuses, incentive compensation, stock, stock options, vacation pay or any other federalcompensation or benefits, state including without limitation, pursuant to the Massachusetts Wage Act; and • for damages or local lawother remedies of any sort, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executivecompensatory damages, punitive damages, injunctive relief and attorney’s indemnification agreement with the Companyfees; provided, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided furtherhowever, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive not affect your rights under this Agreement. Further, you are not releasing your rights or claims to: indemnification and defense for your former role as Chief Financial Officer of the Company or your role as an advisory consultant during the Transition Period, in each case to the extent provided in the D & O Policy; and/or your vested equity. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from challenging its validity any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned any Claim to any third party. You acknowledge and represent that, except as expressly provided in a legal this Agreement, the Company has paid or administrative proceedingprovided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to you.
Appears in 1 contract
Samples: Transition Agreement (Allena Pharmaceuticals, Inc.)
Release of Claims. In exchange for receipt of consideration for, among other terms, the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (you voluntarily release and forever discharge the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiariesaffiliated and related entities, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assigneesrespective predecessors, successorssuccessors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, officersshareholders, stockholders, partners, representatives, insurersemployees, attorneys, accountants and agents or employees, past or present, or any of them each of the foregoing in their official and personal capacities (individually and collectively, collectively referred to as the “Releasees”), ) generally from and with respect to any and all claims, agreementsdemands, obligationsdebts, demands damages and causes liabilities of actionevery name and nature, known or unknownunknown (“Claims”) that, suspected or unsuspected, arising out as of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs when you sign this releaseAgreement, including without limiting the generality you have, ever had, now claim to have or ever claimed to have had against any or all of the foregoingReleasees. This release includes, any claim for severance paywithout limitation, profit sharingall Claims: · relating to your employment by and termination of employment with the Company; · of wrongful discharge or violation of public policy; · of breach of contract; · of defamation or other torts; · of retaliation or discrimination under federal, bonus state or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, local law (including, without limiting limitation, Claims of discrimination or retaliation under the generality of Age Discrimination in Employment Act, the foregoingAmericans with Disabilities Act, any claim under and Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, or ); · under any other federal, federal or state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification statute (including, without limitation, Claims under the Executive’s indemnification agreement with Worker Adjustment and Retraining Notification Act or the CompanyFair Labor Standards Act); · for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, either under the Company’s byMassachusetts Wage Act, M.G.L. c. 149, §§148-laws150C, the Company’s D&O insurance or otherwise; and otherwise), (3) vested rights or benefits under Executive’s 401k · for damages or other plansremedies of any sort, or (4) Executiveincluding, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s workers’ compensation rights andfees; provided, provided furtherhowever, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive not affect your rights under this Agreement. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from challenging its validity in any of the Releasees with respect to any Claim released by this Agreement. As a legal or administrative proceedingmaterial inducement to the Company to enter into this Agreement, you represent that you have not assigned any Claim to any third party.
Appears in 1 contract
Samples: Employment Agreement (Invivo Therapeutics Holdings Corp.)
Release of Claims. In Except as otherwise set forth in this Agreement, in exchange for receipt of the severance benefits (consideration under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]Company and its parents, 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parentssuccessors, or affiliated corporations, past predecessors and presentaffiliates, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholdersemployees, partnersshareholders, representativesagents, attorneys, insurers, attorneys, agents or employees, past or present, or any of them (individually affiliates and collectively, “Releasees”)assigns, from and with respect to any and all claims, agreements, liabilities and obligations, demands both known and causes of action, known or unknown, suspected or unsuspected, arising that arise out of or are in any way connected with related to events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs you sign this releaseAgreement. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (b) all claims related to your compensation or benefits, including without limiting the generality of the foregoingsalary, any claim for bonuses, commissions, vacation pay, expense reimbursements, severance pay, profit sharingfringe benefits, bonus or similar benefitstock, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disabilitystock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing (including but not limited to claims arising under or based on the Employment Agreement); (d) all tort claims, agreementsincluding claims for fraud, obligationsdefamation, demands emotional distress, and causes discharge in violation of actionpublic policy; and (e) all federal, known state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or unknown, suspected or unsuspected resulting from any act or omission by or on other claims arising under the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended) (“ADEA”), the Georgia Age Discrimination Act, or any other federal, state or local law, regulation, constitution, ordinance or common law and the California Fair Employment and Housing Act (collectively, the “Claims”as amended). Notwithstanding the above, however, Executive is you do not releasing (1) release the Company from any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have obligation to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Companyindemnify you pursuant to contract, the Company’s articles or by-laws, the Company’s D&O insurance and otherwise)or applicable law. You represent that you have no lawsuits, (3) vested rights claims or benefits under Executive’s 401k or other plansactions pending in your name, or (4) Executive’s workers’ compensation rights andon behalf of any other person or entity, provided further, that nothing against the Company or any other person or entity subject to the release granted in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingparagraph.
Appears in 1 contract
Samples: Separation Agreement (Vaxgen Inc)
Release of Claims. In exchange for receipt of the severance benefits (the “Severance Benefits”) described promises contained in <insert name>’s (“Executive”) Employment Agreement dated [ ]------------------ this Agreement, 2020 (the “Employment Agreement”)Xx. Xxxxxxxx hereby waives, Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentforever discharges, and each of themagrees to the extent permitted by law that he will not in any manner institute, as well as each of its and their assigneesprosecute or pursue, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all complaints, claims, agreementscharges, obligationsclaims for relief, demands and demands, suits, actions or causes of action, known or unknown, suspected or unsuspected, arising out of whether in law or in equity, which he asserts or could assert, at common law or under any way connected with eventsstatute, actsrule, conductregulation, order or law, whether federal, state, or omissions occurring at local, or on any time prior to and including the date Executive signs this releasegrounds whatsoever, including without limiting the generality of the foregoinglimitation, any claim for severance payage discrimination claims under the Age Discrimination in Employment Act, profit sharingand any claims under the California Fair Employment and Housing Act, bonus or similar benefitthe California Labor Code, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the California Family Rights Act, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, the Racketeer Influenced and Corrupt Organizations Act, the Financial Reform Recovery and Enforcement Act of 1989, the Fair Labor Standards Act, and/or Section 1981 of Title 42 of the United States Code, against Bank and/or any of its or their current or former, owners, officials, directors, officers, shareholders, affiliates, agents, employee benefit plans, representatives, servants, employees, attorneys, subsidiaries, parents, divisions, branches, units, successors, predecessors, and assigns (collectively referred to as "Released Parties") with respect to any event, matter, claim, damage or injury arising out of his employment relationship with Bank, and/or the termination of such employment relationship, and/or with respect to any other claim, matter, or event arising prior to execution of this Agreement by Xx. Xxxxxxxx. This Agreement includes, but is not limited to, (i) release of any claims arising from any statements (written or oral) made or distributed or published by any and all of the Released Parties, prior to signing of this Agreement by Xx. Xxxxxxxx, including any statements by Xx. Xxxxxxxx himself, and (ii) except as otherwise specifically provided in this Agreement, release of any claims for any type of wages, commissions, bonus, stock, incentive award, separation or severance benefits, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (form of compensation including, without limitation, under Bank's Employee Transition Program and/or any successor severance program and/or the Executive’s indemnification agreement with the CompanyChange in Control Agreement referenced in Paragraph 10, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested below. This Agreement does not waive rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, claims that nothing in this may arise after the date the Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Laboris executed by Xx. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingXxxxxxxx.
Appears in 1 contract
Samples: General Release and Settlement Agreement (Bankamerica Corp)
Release of Claims. (a) In exchange for receipt consideration of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ]which you will receive pursuant to this Agreement, 2020 (the “Employment Agreement”)you hereby release, Executive hereby releases waive and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), discharge EMC from and with respect to any and all claims, agreementsdemands, obligations, demands and causes of action, known legal disputes, liabilities or unknowndamages of any nature whatsoever, suspected or unsuspectedboth in law and equity, arising out of or in any way connected with eventswhich you have had, acts, conductnow have, or omissions occurring at any time prior may have in the future, whether or not either known to you now or discovered by you hereafter (collectively referred to as “Claims”), against EMC.
(b) This general release of Claims includes, without limitation, all Claims relating to your employment and including termination of employment with EMC, the date Executive signs this releasecompensation and benefits provided to you by EMC, including without limiting the generality of the foregoingall contract and tort Claims, any claim all Claims for reinstatement, severance pay, profit sharingattorney’s fees or costs, bonus or similar benefitall Claims under the Age Discrimination in Employment Act, equity-based awards and/or dividend equivalents thereonOlder Workers Benefit Protection Act, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, or any and Claims under all other federallocal, state or local federal non-discrimination, civil rights, and equal rights laws.
(c) You agree to accept the provisions set forth in this Agreement in full satisfaction of all claims for compensation, benefits, or otherwise, which you may have against EMC. The parties agree that this provision is intended to release EMC from any and all liability to the fullest extent permitted by law.
(d) Notwithstanding anything to the contrary contained herein, regulationthis release does not include and will not preclude (i) claims under the Employee Retirement Income Security Act (29 U.S.C. §1001 et seq.) for vested benefits under any qualified plan; (ii) claims for benefits under state workers’ compensation statutes; (iii) claims under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"); (iv) claims, constitutionactions, ordinance or common law rights arising under or to enforce the terms of this Agreement; and (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1v) any claims that cannot be waived under applicable state law.
(e) You hereby agree that neither you nor any representative or federal lawagent will ever assert in any forum any claim as to which this release of claims may lawfully be applied.
(f) You expressly waive and release any and all rights and benefits under Section 1542 of the Civil Code of the State of California, (2) rights Executive may which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have to indemnification (including, without limitation, under the Executive’s indemnification agreement materially affected his settlement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or administrative proceedingdebtor.”
Appears in 1 contract
Samples: Separation Agreement (Emc Corp)
Release of Claims. In exchange for receipt (a) As a condition of the severance benefits Company’s willingness to enter into this Agreement and Release, and in consideration for the Separation Benefits and the agreements of the Company contained in this Agreement and Release, you, with the intention of binding yourself, your heirs, beneficiaries, trustees, administrators, executors, assigns and legal representatives (collectively, the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment AgreementReleasors”), Executive hereby releases release, waive and discharges forever discharge the Company and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and presentReleasees from, and each of themhereby acknowledge full accord and satisfaction of, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreementsdemands, obligations, demands and causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common law or statutory, under federal, state or local law or otherwise), whether known or unknown, suspected asserted or unsuspectedunasserted, arising out by reason of any act, omission, transaction, agreement or in any way connected with eventsoccurrence that you ever had, acts, conduct, now have or omissions occurring at any time prior hereafter may have against the Company and the Releasees up to and including the date Executive signs of the execution of this release, including without Agreement and Release. Without limiting the generality of the foregoing, the Releasors hereby release and forever discharge the Company and the Releasees from:
i. any claim for severance payand all claims relating to or arising from your employment with the Company, profit sharingthe terms and conditions of that employment, bonus and the termination of that employment;
ii. any and all claims of employment discrimination, harassment or similar benefitretaliation under any federal, equity-based awards and/or dividend equivalents thereonstate or local statute or ordinance, pension, retirement, life insurance, health public policy or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this releasecommon law, including, without limiting the generality of the foregoinglimitation, any claim and all claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (collectivelythe Rehabilitation Act of 1973, the Age 4812-0136-6366v.4 Discrimination in Employment Act (“ClaimsADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Fair Labor Standards Act, the Equal Pay Act, the Xxxxxxxx-Xxxxx Act, the Family Medical Leave Act, the Health Insurance Portability and Accountability Act of 1966, the National Labor Relations Act, the Occupational Safety and Health Act; the Rehabilitation Act; the; the Equal Pay Act; the Fair Credit Reporting Act, the Florida Civil Rights Act, the Florida Labor Code and the Florida Constitution, as such laws have been or may be amended;
iii. Notwithstanding the aboveany and all claims for employee benefits, however, Executive is not releasing (1) any claims that cannot be waived under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, any and all claims under the Executive’s indemnification agreement with the CompanyEmployee Retirement Income Security Act of 1974, the Company’s by-lawsas amended; provided, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided furtherhowever, that nothing in this Agreement shall prevent Executive from filingparagraph 5 is intended to release, cooperating withdiminish, or participating otherwise affect any vested monies or other vested benefits to which you may be entitled from, under, or pursuant to any savings or retirement plan of the Company;
iv. any and all claims for slander, libel, defamation, negligent or intentional infliction of emotional distress, personal injury, prima facie tort, negligence, compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; and
v. any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, medical fees or expenses, costs and disbursements and the like. By entering into this Agreement and Release, you represent and agree that the failure of this Agreement and Release to specifically identify or enumerate above any statute or common law theory under which you release claims is not intended by you or the Company to limit, diminish or impair in any proceeding before way your intended and actual release all claims, demands, causes of action, and liabilities of any kind whatsoever against the Equal Employment Opportunity Commission Company and the Releasees.
(b) For purposes of this Agreement and Release, the term “the Company and the Releasees” includes Imperial Finance and Trading , Inc. and its parents, subsidiaries, predecessors, direct and indirect affiliates, related companies, successors and assigns, regardless of the jurisdiction in which such entities may be located, and all of its and their respective past, present and future owners, partners, employees, representatives and agents, whether acting as agents or Department in their individual capacities, and this Agreement and Release shall inure to the benefit of Laborand shall be binding and enforceable by all such entities and individuals.
(c) It is understood that this release does not serve to waive any rights or claims that, pursuant to law, cannot be waived or subject to a release, including without limitation: (a) claims for unemployment or workers’ compensation 4812-0136-6366v.4 benefits; (b) rights to vested benefits under any applicable welfare, retirement and/or pension plans; (c) rights to defense and indemnification, if any, from the Company for actions taken by you in the course and scope of her employment with the Company; (d) claims, actions, or rights arising under or to enforce the terms of this Agreement; and/or (e) the right to file a charge with an administrative agency or participate in an agency investigation; provided, however, that you hereby waive your right to recover any money in connection with such charge or investigation; or (f) your right pursuant to the OWBPA to seek a judicial determination of the validity of the Agreement’s waiver of claims under the ADEA. In additionFurther, nothing in this release shall prevent Executive herein prohibits you from challenging its validity in a legal making any report or administrative proceedingdisclosure that is protected under the whistleblower provisions the Xxxxxxxx-Xxxxx Act or similar federal law or regulation.
Appears in 1 contract
Samples: Executive Employment Agreement (Emergent Capital, Inc.)
Release of Claims. In By signing this Agreement, you agree that in exchange for receipt the Separation Pay, you (for yourself, your heirs and your representatives) release and forever discharge HNI Corporation and any of the severance benefits its subsidiaries (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”including The HON Company LLC), Executive hereby releases divisions, affiliates and discharges related entities, whether current or former, and covenants not to sxx Nxxxxx Corporation all their respective officers, directors, shareholders, employees, insurers, agents and representatives, whether current or former, and the successors and assigns of each (collectively, “the “Company”), its subsidiariesfrom any and all manner of past, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present, or future claims, actions, liability, damages, claims for attorney’s fees, costs and disbursements, individual or class action claims, or demands of any of them (individually and collectivelykind whatsoever, “Releasees”), from and with respect including but not limited to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, claims arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date Executive signs this release, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Family and Medical Leave Act, any claims for discrimination or harassment, any other claims arising under federal, state or local law, regulation, constitution, ordinance or common law (collectively, the “Claims”). Notwithstanding the above, however, Executive is not releasing (1) any claims that cannot be waived under applicable state in any manner relating to your employment with or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with separation from the Company, whether known or unknown, arising on or before the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) vested rights or benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing date you sign this Agreement. Nothing in this Agreement shall prevent Executive prohibits or prevents you from filingfiling a charge with or participating, cooperating with, testifying or participating assisting in any investigation, hearing or other proceeding before the U.S. Equal Employment Opportunity Commission or Department of Laborthe National Labor Relations Board or a similar agency enforcing federal, state, or local anti-discrimination laws. However, to the maximum extent permitted by law, you agree that if such an administrative claim is made with any enforcement agency other than the U.S. Securities & Exchange Commission, you will not be entitled to recover any individual monetary relief or other individual remedies. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal Agreement, prohibits you from: (1) reporting possible violations of federal law or administrative proceedingregulations, including any possible securities laws violations, to any governmental agency or entity, including but not limited to the U.S. Securities and Exchange Commission; or (2) making any other disclosures that are protected under the whistleblower provisions of federal law.
Appears in 1 contract
Samples: Separation Agreement (Hni Corp)