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Common use of Release of Claims Clause in Contracts

Release of Claims. a. In consideration of the Severance and for other valuable consideration, you hereby knowingly and voluntarily release and forever discharge the Company, its subsidiaries and affiliates, their respective successors, predecessors and assigns, and each of their respective officers, directors, employees, representatives and agents (collectively, the “Released Parties”) from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim arising under the following statues (each, as amended): Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 8 contracts

Samples: Employment Agreement (RespireRx Pharmaceuticals Inc.), Employment Agreement (RespireRx Pharmaceuticals Inc.), Employment Agreement (Cortex Pharmaceuticals Inc/De/)

Release of Claims. a. In Executive stipulates, agrees, and understands that in consideration of the Severance payments set forth in Paragraph 2 above, that being good and for other valuable consideration, you Executive hereby knowingly acting of his own free will, voluntarily and voluntarily release on behalf of himself, his heirs, administrators, executors, successors and forever discharge the Companyassigns, releases Company and its subsidiaries and subsidiaries, affiliates, their respective successorsdirectors, predecessors officers, Executives, and assignsagents, and each of their respective officersthem (“Releasees”), directors, employees, representatives and agents (collectively, the “Released Parties”) from any and all complaints, claims, suitsdemands, controversiesdamages, lawsuits, actions, and causes of action, cross-claimswhether known, counter-claimsunknown or unforeseen, demandsarising out of or in connection with any event, debtstransaction or matter occurring or existing prior to or at the time of the Executive’s execution of this Agreement, compensatory damages, liquidated damages, punitive which the Executive has or exemplary damages, other damages, claims may have against any of them for costs and attorneys’ fees, or liabilities of any nature reason whatsoever in law and or in equity, both past and present (through the Release Date) and whether known or unknownunder federal, suspectedstate, local, or claimed against other law, whether the same be upon statutory claim, contract, tort or other basis, including without limitation: (i) any of and all claims arising from or relating to the Released Parties that you may have, which arise out of or are connected with your employment, Executive’s employment or termination of employment, with ; (ii) any and all claims relating to any oral or written employment contract or oral or written policy of the Company other than those that arise Company; (iii) any and all claims arising out of federal, state, or are related to your rights or status local employment laws including, but not limited to, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act (OWBPA) (as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”amended), including without limitation any Claim arising under the following statues (each, as amended): Title VII of the Civil Rights Act of 1964; 1964 (as amended), the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 1866 (including the Older Workers Benefit Protection as amended), Illinois Human Rights Act); the Equal Pay Act of 1963; , Cook County Human Rights Ordinance, Chicago Human Rights Ordinance, the Americans with Disabilities Act, the Rehabilitation Act of 1990; 1973 (as amended), the Family and Medical Leave Act of 1993; (as amended), the Executive Retirement Income Security Act (as amended), the Equal Pay Act (as amended), the Sxxxxxxx-Xxxxx Act (as amended), the Fair Labor Standards Act (as amended), the National Labor Relations Act (as amended), the Fair Credit Reporting Act (as amended), the Occupational Safety and Health Act (as amended), the Families First Coronavirus Response Act, the Immigration Reform and Control Act (as amended), the Worker Adjustment and Retraining Notification Act (as amended); all applicable state and Notification Actlocal laws; and (iv) any and all tort claims, claims for attorney’s fees, or other claims which might have been asserted by the Employee Executive or on the Executive’s behalf in any grievance, suit, charge, cause of action, or claim (the “Released Matters”). In addition to the above, the Released Matters include, but are not limited to, claims for employment discrimination, wrongful termination, constructive termination, violation of public policy, retaliation, breach of any express or implied contract, breach of any implied covenant, detrimental reliance, breach of fiduciary duty, fraud, intentional or negligent misrepresentation, emotional distress, slander, invasion of privacy, compensatory and/or punitive damages. All of the above referenced statutes include any amendments. a. By virtue of this Agreement, Executive agrees that Executive has waived any damages and other relief available to Executive (including, without limitation, money damages, equitable relief and reinstatement) under the claims waived in this Paragraph 5. Executive represents and warrants that Executive has not previously filed or joined in any such claims against the persons or entities released in this Paragraph 5. Nothing herein, however, shall constitute a waiver of claims arising after the date Executive signs this Agreement, or to any vested or accrued benefits earned under an Executive benefit plan maintained by Company and governed by the Executive Retirement Income Security Act of 1974; , or any claim that cannot be waived by law. Additionally, nothing in this Agreement shall preclude Executive from responding truthfully to a valid subpoena or a request by a governmental agency in connection with any investigation it is conducting. Finally, nothing in this Agreement shall be construed to prohibit Executive from filing a charge with, providing information to, or participating in any investigation or proceeding conducted by the Fair Labor Standards Act; United States Equal Employment Opportunity Commission (“EEOC”) or their a comparable state or local counterparts; or under government agency, although Executive acknowledges and agrees that Executive has waived the right to recover monetary damages in any other federalcharge, state or local civil or human rights lawcomplaint, or under any other local, state lawsuit filed by Executive or federal law, regulation by anyone else on Executive’s behalf or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these mattersotherwise. The foregoing release will not apply above provision is inapplicable and/or void with respect to any rights you may have claims that cannot be waived as a matter of applicable law in certain local or state jurisdictions or under federal law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action If part or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity all of this AgreementSection is rendered void, (iii) breach any illegal or unenforceable by a court of competent jurisdiction, the rest of this Section and the other terms of the Restrictive Covenants Agreement shall remain valid and shall be enforced to the maximum extent possible. If a court should determine that any provision of this Agreement is overbroad or any unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the covenants contained provision. c. Nothing in this Agreement or release prevents Executive (ivor Executive’s attorney) the Company determines thatfrom filing a charge, during your employment with the Companytestifying, you engaged assisting or participating in any manner in an act investigation, hearing or omission thatproceeding, if discovered during your employmentresponding to any inquiry, would have entitled the Company to terminate your employment for Cause or otherwise communicating with any governmental, administrative, or regulatory (as defined in the Employment Agreementincluding any self-regulatory) agency or authority, including, but excluding clauses not limited to, the Equal Employment Opportunity Commission (i) and (vii) of the definition of Cause for purposes of such determinationEEOC), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to National Labor Relations Board (NLRB), the Securities and Exchange Commission (SEC), the “SEC”) or its Office Financial Industry Regulatory Authority (FINRA), the Commodity Futures Trading Commission (CFTC), the Consumer Financial Protection Bureau (CFPB), the US Department of Justice (DOJ), the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement toUS Congress, or from cooperating any agency Inspector General. By accepting this Agreement, however, to the extent any lawsuits, arbitrations, claims, charges, or complaints are filed against the Releasees in any administrative, judicial, arbitral or other forum including any charges or complaints with any international, federal, state, or reporting violations tolocal agency by Executive or any third party or otherwise, the SEC Executive expressly waives any right to collect any monies or other damages, or any other such governmental entity form of recovery or self-regulatory organizationrelief, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different charges or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of connection with any such additional proceeding, provided that nothing herein limits or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of restricts Executive’s employmentability to receive compensation pursuant to SEC or CFTC whistleblower programs, if applicable, or any other program that by law precludes waiver of monetary recovery.

Appears in 6 contracts

Samples: Executive Employment Agreement (MAIA Biotechnology, Inc.), Executive Employment Agreement (MAIA Biotechnology, Inc.), Executive Employment Agreement (MAIA Biotechnology, Inc.)

Release of Claims. a. In consideration exchange for the payment/benefits to Employee of the Severance consideration detailed in this Agreement, Employee, for and for other valuable considerationon behalf of Employee and Employee’s heirs, you hereby knowingly and voluntarily release and forever discharge the Companyadministrators, its subsidiaries and affiliatesexecutors, their respective successors, predecessors and assigns, does hereby fully, forever, irrevocably and each of their respective unconditionally release and discharge NSM, including its past and present officers, directors, partners, members, parents, subsidiaries, divisions, affiliates, agents, employees, representatives shareholders, representatives, attorneys, successors, assigns, and agents all persons acting by, through, under, or in concert with them (collectivelyhereinafter collectively referred to as "Releasees"), for anything that has occurred up to the “Released Parties”) from date of execution of this Agreement, including but not limited to, any and all claims, suits, controversies, actions, causes claims resulting from Employee’s employment with NSM and any and all claims relating to the administration or terms of action, cross-claims, counter-any employment or benefit plan or contract. This includes all claims, demands, debtsrights, compensatory damagesliabilities, liquidated damagesand causes of action of every nature and description whatsoever, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the Release Date) and whether known or unknown, suspectedwhether in tort, contract, statute, rule, ordinance, order, regulation, or claimed against otherwise, including, without limitation, any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim claims arising under the following statues (each, as amended): or based upon Title VII of the Civil Rights Act of 1964Act, as amended; the Civil Rights Act of 1991, as amended; Section 1981 of U.S.C. Title 42; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990Act, as amended; the Family and Medical Leave Act of 1993Act, as amended; the Worker Adjustment Retraining and Notification 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 19742002, as amended; the Fair Worker Adjustment and Retraining Notification Act, as amended; the Uniform Service Employment and Reemployment Rights Act, as amended; the Texas Labor Standards 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 their Local anti-discrimination statute, wage and hour statute, leave statute, equal pay statute and whistleblower statute; any federal or state or local counterpartsconstitutions; or under any other and all claims pursuant to federal, state or local civil or human rights law, or under any other local, state or federal law, regulation statute or ordinance; or under any public policyand all claims pursuant to contract, contract quasi contract, common law or tort; and claims that are known or unknown, suspected or unsuspected, concealed or hidden, or under common law; whether developed or arising under any policiesundeveloped, practices or procedures up through the date of the Company or any Employee’s execution of its subsidiaries or affiliates; or this Agreement. Employee does not release any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that which cannot be waived released by private agreement, such as a matter unemployment compensation claims, workers’ compensation claims, claims of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard entitlement to your employment with the Company, compensation and benefits, or termination of employment vested benefits under any federal401(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 Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Health and Safety Administration, Securities and Exchange Commission, the 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 any 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 class action under the Fair Labor Standards Act or similar or state or local law, (ii) challenge the validity and Employee agrees to opt-out of this Agreementany such collective or class action against NSM, (iii) breach any of the Restrictive Covenants to which Employee may be or any of the covenants contained in this Agreement become a party or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Companyclass member. The Company may preceding waivers do not retaliate against you include and employee has not waived Employee’s right to file an application for any of these activities, and nothing in this Agreement requires you or to waive any monetary accept a whistleblower award or other payment that you might become entitled to from the SEC or any other governmental entitypursuant to Section 21F of the Exchange Act. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 4 contracts

Samples: Severance Agreement (Mr. Cooper Group Inc.), Retention Bonus Agreement (Mr. Cooper Group Inc.), Retention Bonus Agreement (Nationstar Mortgage Holdings Inc.)

Release of Claims. a. In consideration of the Severance and for other valuable consideration, you hereby knowingly and I voluntarily release and forever discharge the CompanyBank, its subsidiaries affiliated and affiliatesrelated entities, their respective successorsits predecessors, predecessors successors and assigns, its employee benefit plans and each fiduciaries of their respective such plans, and the current and former officers, directors, shareholders, employees, representatives attorneys, accountants and agents (collectively, the “Released Parties”) from of any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”)) that, including as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation any Claim arising limitation, the release of all Claims: • relating to my employment by the Bank and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection ActMassachusetts General Laws Chapter 151B); • under any other federal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, either under the Equal Pay Act Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise; and • for damages or other remedies of 1963any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect my rights under the Americans with Disabilities Act Bank’s Section 401(k) plan, any other “employee benefit plan” as defined in Section 3(3) of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act Act, 29 U.S.C. § 1002(3), my continuing rights under the Agreement (including the right to payment of 1974; any bonus for which an award has been determined but has not been paid during the Fair Labor Standards Act; term of employment), any statutory right to earned but unpaid wages, including vacation pay, statutory or their state common law rights of indemnification or local counterparts; or defense for claims against me based on my status and conduct as an officer of the Bank under any other federal, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public applicable insurance policy, contract contracts, governing documents or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these mattersbylaws. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As suchIn addition, nothing in this Agreement is intended to prohibit you release shall affect my rights arising from disclosing this Agreement to, or from cooperating any relationship that I may have with or reporting violations to, the SEC Bank or any other such governmental affiliated or related entity as a customer or self-regulatory organizationa client. Furthermore, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you release shall affect my rights to waive pursue Claims against individuals based on actions taken in their personal capacities that are unrelated in any monetary award way to my employment with the Bank or other payment its termination. I agree that you might become entitled to from the SEC I shall not seek or any other governmental entity. d. You hereby represent that you are not aware accept damages of any claim by you nature, other than equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Claims that are Releasees with respect to any Claim released by this AgreementRelease. You acknowledge I represent that you may hereafter discover claims I have not assigned to any third party and I have not filed with any agency or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of court any Claim released by this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunderRelease. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 4 contracts

Samples: Employment Agreement (Randolph Bancorp, Inc.), Employment Agreement (Randolph Bancorp, Inc.), Employment Agreement (Randolph Bancorp, Inc.)

Release of Claims. a. In As consideration of the Severance and for other valuable considerationby you, you hereby knowingly agree on behalf of yourself, your spouse and voluntarily release and forever discharge the Companychild or children (if any), its subsidiaries and affiliatesyour heirs, their respective successorsbeneficiaries, predecessors devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to release, forever discharge and each covenant not to xxx Blockbuster or any of its respective subsidiaries, divisions, parent and affiliated companies, branches, predecessors, successors and assigns and with respect to such entities and their respective officersofficers and directors, directorstrustees, employees, representatives agents, shareholders, administrators, partners, representatives, attorneys, insurers and agents (collectivelyfiduciaries, the “Released Parties”) past and present, from any and all manner of claims, suitsdebts, controversiesdemands, actionsdamages, liabilities and causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the Release Date) and whether known or unknown, suspectedfrom the beginning of time, which you, or claimed against any your successors and assigns, may have had or may presently have, relating to or arising out of the Released Parties that you may haveemployment relationship or the termination of said relationship including, which arise out but not limited to, causes of action for libel, slander, breach of contract, impairment of economic opportunity, intentional infliction of emotional distress or are connected with your employmentany other tort, or termination of employmentclaims under federal, with the Company other than those that arise out of state, or are related to your rights local constitutions, statutes, regulations, ordinances or status as an owner of vested equity or any vested equity-equivalent in the Company (collectivelycommon law, “Claims”)including, including without limitation any Claim arising under the following statues (eachbut not limited to, as amended): Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Civil Rights Acts of 1866, 1871, 1964 and 1991; the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act of 1990; or their state or local counterpartsthe Rehabilitation Act of 1973; or under any other federalthe Equal Pay Act of 1963; the Family and Medical Leave Act of 1992, state or local civil or human rights lawas amended, or under any other localand the Americans with Disabilities Act of 1990, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these mattersas amended. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard have been paid all wages owed to your employment with the Company, compensation you and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled have received all leave to from the SEC or any other governmental entity. d. which you are entitled. You hereby represent understand that you are not aware of waiving any claim by you other than right under the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition Older Workers Benefit Protection Act to or different than those that you now know or believe to exist with respect to test the subject matter knowing and voluntary nature of this Agreement General Release and that, if known or suspected at the time Waiver of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain Claims in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereundercourt. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 3 contracts

Samples: Employment Agreement (Blockbuster Inc), Employment Agreement (Blockbuster Inc), Employment Agreement (Blockbuster Inc)

Release of Claims. a. In consideration (a) As used in this Release, the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of the Severance action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, in law, equity or otherwise. (b) The Executive, for other valuable considerationand on behalf of himself and his successors, you assigns, legal representatives, heirs, executors and administrators, does hereby knowingly remise, release, absolve and voluntarily release and forever discharge discharge, the Company, its subsidiaries and affiliatesSubsidiaries, all of their respective successors, predecessors successors and assigns, subsidiaries, affiliates and each legal representatives (in their capacities as such), past and present, and all of their respective directors, officers, directorsshareholders, members, agents, employees, representatives attorneys, successors, assigns, legal representatives, heirs, executors and agents administrators, past and present, and each and every one of them, in their individual and corporate capacities as such (collectively, the “Released PartiesReleasees”) from any and all claimsclaims which the Executive had, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ feesmay have had, or liabilities now has against the Company, the Releasees, collectively or any member of the Releasees individually, for or by reason of any nature matter, cause or thing whatsoever in law and in equity, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against including any of the Released Parties that you may have, which arise claim arising out of or are connected attributable to the Executive’s employment or the termination of the Executive’s employment with your employmentthe Company, including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or termination of employmentunder any applicable Federal, state or local law dealing with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity discrimination based on age, race, sex, national origin, handicap, religion, disability, sexual preference or any vested equity-equivalent other factor. This release of claims includes, but is not limited to, all claims arising under: the Age Discrimination in Employment Act of 1967 (the Company (collectively“ADEA”, “Claims”a law which prohibits discrimination on the basis of age), including without limitation any Claim arising under ; the following statues (each, as amended): National Labor Relations Act; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Civil Rights Act of 1993; the Worker Adjustment Retraining and Notification Act1991; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Family Medical Leave Act; or their the Equal Pay Act; all as amended, and all other Federal, state or and local counterparts; or under labor and anti-discrimination laws, the common law and any other federalpurported restriction on an employer’s right to terminate the employment of employees. Notwithstanding the foregoing, state this Section 2(b) shall not apply to any claims that arise under or local civil are in connection with (i) this Release, (ii) employee benefit plans of general applicability in which the Executive participated as of the date of his termination of employment, and (iii) the Executive’s rights, if any, to indemnification by the Company under the articles, by-laws, policies or human rights other agreements or applicable law. (c) The Executive represents that the Executive has not filed or permitted to be filed against the Releasees, any member of the Releasees individually or under the Releasees collectively, any other complaint, charge, claim, suit, action or proceeding before any local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees court or other expensesbody (each individually, including attorneys’ fees incurred in these mattersa “Proceeding”). The foregoing release will not apply to any rights you may have Executive further represents that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement Executive is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than basis on which such a Proceeding could reasonably be instituted. The Executive covenants and agrees that the Claims that are released by this Agreement. You acknowledge that you may Executive will not initiate or cause to be initiated on the Executive’s behalf any Proceeding at any time hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement Release and claims release pursuant to this Release (including, without limitation, any claims relating to the termination of the Executive’s employment), except as may be necessary to enforce this Release, to obtain benefits described in or granted under this Release, to seek a determination of the validity of the waiver of the Executive’s rights under the ADEA or as required by law. Except as otherwise provided in the preceding sentence, the Executive will not voluntarily participate in any judicial proceeding of any nature or description against the Releasees, any member of the Releasees individually or the Releasees collectively as of the Effective Date. The Executive waives any right the Executive may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Further, the Executive understands that, if known or suspected at by executing this Release, the time Executive will be limiting the Executive’s right to pursue certain claims and the availability of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about certain remedies the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you Executive may have against the CompanyReleasees, any member of the Releasees individually or the Releasees collectively. FurtherNotwithstanding the above, it is expressly understood that notwithstanding nothing in this Section 2(c) shall prevent the discovery Executive from initiating or existence of any such additional participating in an investigation or different claims or facts, proceeding conducted by the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunderEEOC. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 3 contracts

Samples: Change in Control and Severance Agreement (MMC Energy, Inc.), Change in Control and Severance Agreement (MMC Energy, Inc.), Change in Control and Severance Agreement (MMC Energy, Inc.)

Release of Claims. a. In consideration of the Severance and for other valuable consideration, you hereby knowingly and The Executive voluntarily release releases and forever discharge discharges the Company, its subsidiaries affiliated and affiliatesrelated entities, their respective successorspredecessors, predecessors successors and assigns, their employee benefit plans and each fiduciaries of their respective such plans, and the current and former officers, directors, shareholders, employees, representatives attorneys, accountants and agents (collectively, the “Released Parties”) from of any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”)) that, including as of the date when the Executive signs this Agreement, the Executive has, ever had, claims to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation any Claim arising limitation, the release of all Claims: • relating to the Executive’s employment by the Company and the termination of such employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; the Civil Rights Act 1964 and Claims of 1991; the Age Discrimination in Employment Act any form of 1967 (including the Older Workers Benefit Protection Actdiscrimination or retaliation that is prohibited by Massachusetts law); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil city statute or human rights lawregulation; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, paid time off or any other compensation or benefits; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; The Executive agrees that he shall not seek or accept damages of any nature, other equitable or legal remedies for his own benefit, attorney’s fees, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach costs from any of the Restrictive Covenants or Releasees with respect to any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are Claim released by this Agreement. You acknowledge He further represents that you may hereafter discover claims he has not assigned to any third party and he has not filed with any agency or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into court any Claim released by this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 3 contracts

Samples: Employment Agreement (Proteostasis Therapeutics, Inc.), Employment Agreement (Proteostasis Therapeutics, Inc.), Employment Agreement (Proteostasis Therapeutics, Inc.)

Release of Claims. a. In consideration of the Severance and for other valuable considerationEMPLOYEE does hereby unconditionally release, you hereby knowingly and voluntarily release acquit and forever discharge the CompanyPHI, its subsidiaries and or affiliates, their respective successors, predecessors and as well as any successors or assigns, and each of their respective together with all officers, directors, employeesshareholders, representatives managers, employees and agents (collectivelythereof, the “Released Parties”) from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debtsrights, compensatory liabilities, damages, liquidated damagesinjuries, punitive or exemplary damagescosts, other damages, claims for costs and attorneys’ attorney’s fees, or liabilities causes of any nature whatsoever in law and in equityaction whatsoever, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise rising out of or are connected EMPLOYEE’S employment relationship with your employment, or PHI and/or the termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”)employment relationship, including without limitation claims and demands relating to wages, benefits, or any Claim arising under the following statues other terms and conditions of employment, any claims for breach of contract (eacheither actual or implied), wrongful discharge, intentional or negligent infliction of emotional harm, or any tort claims, as amended): well as any claims under Federal, State or local law prohibiting employment discrimination, including specifically; (i) the Age Discrimination in Employment Act of 1967; (ii) the Older Worker Benefit Protection Act of 1990; (iii) Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; iv) the Americans with Disabilities Act of 1990; (v) the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Employment Retirement Income Security Act of 1974, as amended; and (vi) any counterpart statutes under the Fair Labor Standards Act; laws of Louisiana or their state or local counterparts; or under any the other federal, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred states and localities in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you which PHI conducts business (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreementincluding, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement not limited to the Severance EMPLOYEE’S right to make a claim on his own behalf or by any third party on his behalf). Notwithstanding the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations toforegoing, the SEC EMPLOYEE does not waive rights or any other such governmental entity or self-regulatory organizationclaims that may arise after the date this waiver is executed, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you but he does agree to waive any monetary award and all rights to reinstatement or other payment that you might become entitled to from the SEC or any other governmental entityemployment with PHI. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 2 contracts

Samples: Severance Agreement (Phi Inc), Severance Agreement (Phi Inc)

Release of Claims. a. In consideration of for, among other terms, the Severance and for other valuable considerationBenefits provided under Section 2 above, to which you acknowledge you would otherwise not be entitled, you hereby knowingly and voluntarily release and forever discharge the CompanyQualtrics and Qualtrics Labs, Inc., its subsidiaries and affiliatestheir affiliated and related entities, its and their respective successorspredecessors, predecessors successors and assigns, its and each of their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, representatives attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively, collectively referred to as the “Released PartiesReleasees”) generally from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”)) that, as of the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, all Claims: • relating to your employment by and termination of employment with Qualtrics; • of wrongful discharge or violation of public policy; • of breach of contract; • of defamation or other torts; • for missing personal property or effects or any personal or other information left on Qualtrics equipment, including without limitation any Claim arising Qualtrics computer or network; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of discrimination or retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): the Americans with Disabilities Act, and Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); • under any other federal or state statute, including without limitation the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family Employment Relations and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Collective Bargaining Act; the Employee Retirement Income Security Act of 1974; the , Fair Labor Standards Act, Utah Right to Work Act, Utah Drug and Alcohol Testing Act, Utah Minimum Wage Act, Utah Protection of Activities in Private Vehicles Act, Utah Employment Selection Procedures Act, and Utah Occupational Safety and Health Act; • for wages, bonuses, overtime pay, incentive compensation, convertible units, incentive units, stock, phantom stock, restricted stock, restricted stock units, stock options, vacation pay, sick pay, leave, other paid time off, or their state or local counterparts; or under any other federalcompensation or benefits; and • for damages or other remedies of any sort, state including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect your rights under this Agreement. You agree not to accept damages of any nature, other equitable or local civil legal remedies for your own benefit or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, attorney’s fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach costs from any of the Restrictive Covenants or Releasees with respect to any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are Claim released by this Agreement. This includes any proceeding or action brought against Qualtrics by any entity, person, administrative agency or governmental agency, on your behalf asserting any claim, charge, demand, grievance or cause of action released herein. You acknowledge that although you may hereafter discover claims provide information or facts in addition to or different than those that you now know or believe to exist with respect assistance to the subject matter Equal Employment Opportunity Commission (“EEOC”) or other government agency/department, you are hereby waiving any right to recover damages, costs, attorneys’ fees and any other relief in any proceeding or action brought against Qualtrics by any other party, including without limitation the EEOC or other government agency/department, on your behalf asserting any claim, charge, demand, grievance, or cause of this Agreement and that, if known or suspected at the time of entering action released by you herein. As a material inducement to Qualtrics to enter into this Agreement, may you represent that you have materially affected this Agreement and your decision not assigned any Claim to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunderthird party. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 2 contracts

Samples: Employment Agreement (Qualtrics International Inc.), Employment Agreement (Qualtrics International Inc.)

Release of Claims. a. In consideration of the Severance and for other valuable consideration, you hereby knowingly and The Executive voluntarily release releases and forever discharge discharges the Company, its subsidiaries affiliated and affiliatesrelated entities, their respective successorspredecessors, predecessors successors and assigns, their employee benefit plans and each fiduciaries of their respective such plans, and the current and former officers, directors, shareholders, employees, representatives attorneys, accountants and agents (collectively, the “Released Parties”) from of any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”)) that, including as of the date when the Executive signs this Agreement, the Executive has, ever had, claims to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation any Claim arising limitation, the release of all Claims: • relating to the Executive’s employment by the Company and the termination of such employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Florida Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil city statute or human rights lawregulation; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, paid time off or under any other local, state compensation or federal law, regulation or ordinancebenefits; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim and • for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees damages or other expensesremedies of any sort, including attorneys’ fees incurred in these matters. The foregoing including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release will shall not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree thataffect the Executive’s rights, in the event that you if any, (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local lawSection 401(k) plan, (ii) challenge the validity of this Agreementto indemnification, advancement and/or directors and officers insurance coverage, (iii) breach under any equity awards issued pursuant to Section 2(b) of the Restrictive Covenants Employment Agreement or any otherwise granted by the Company in writing pursuant to the approval of the covenants contained in this Agreement Company’s Board of Directors, or (iv) the Company determines thatunder Sections 2, during your employment with the Company, you engaged in an act 4(c) or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in 5(a) of the Employment Agreement. The Executive agrees that he shall not seek or accept damages of any nature, but excluding clauses (i) and (vii) other equitable or legal remedies for his own benefit, attorney’s fees, or costs from any of the definition of Cause for purposes of such determination), you will forfeit your entitlement Releasees with respect to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are Claim released by this Agreement. You acknowledge He further represents that you may hereafter discover claims he has not assigned to any third party and he has not filed with any agency or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into court any Claim released by this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 2 contracts

Samples: Employment Agreement (Proteostasis Therapeutics, Inc.), Employment Agreement (Proteostasis Therapeutics, Inc.)

Release of Claims. a. In consideration of for, among other terms, your eligibility for the Severance Benefits, to which you acknowledge you would otherwise not be entitled, you, on behalf of yourself and for other valuable considerationyour heirs, you hereby knowingly administrators, representatives, successors and assigns (together with you, the “Releasors”) voluntarily release and forever discharge the Company, its subsidiaries affiliated and affiliatesrelated entities, its and their respective successorspredecessors, predecessors successors and assigns, its and each of their respective employee benefit plans and fiduciaries of such plans, and the current and former employees, officers, directors, employeesshareholders, representatives interest holders, managers, members, partners, investors, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively, collectively referred to as the “Released PartiesReleasees”) generally from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”) that, as of the date when you sign this Agreement, you or any other Releasor have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, all 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 including, without limitation, the Employment Agreement between you and the Company, dated March 24, 2021 (the “Employment Agreement”), including without limitation any Claim arising ; - all other claims under the following statues Employment Agreement; - of defamation or other torts; - of retaliation or discrimination under federal, state or local law (eachincluding, as amended): without limitation, Claims of discrimination or retaliation under the Age Discrimination in Employment Act, the Americans with Disabilities Act, and Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or - under any other federalfederal or state statute; - under MGL c. 151B; - for wages, state bonuses, incentive compensation, commissions, stock, stock options, vacation pay or local civil any other compensation or human rights lawbenefits, 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 your rights under any other local, state this Agreement or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Executive Officer Indemnification Agreement between you and the Company (the “Indemnification Agreement”) or any of its subsidiaries your vested rights under (and subject to) the Equity Documents or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these mattersthe Company’s Section 401(k) plan. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree represent that, except as expressly provided in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines thathas paid or provided all salary, during your employment with the Companywages, you engaged in an act or omission thatbonuses, if discovered during your employmentaccrued vacation/paid time off, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreementpremiums, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination)leaves, you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblowerhousing allowances, as well as certain other governmental entities and self-regulatory organizations. As suchrelocation costs, nothing in this Agreement is intended to prohibit you from disclosing this Agreement tointerest, or from cooperating with or reporting violations toseverance, the SEC or any other such governmental entity or self-regulatory organizationoutplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and you may do so without notifying the Companyany and all other benefits and compensation due to you. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby specifically represent that you are not aware due to receive any commissions or other incentive compensation from the Company. You agree not to accept damages of any claim by you nature, other than equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Claims that are Releasees with respect to any Claim released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect As a material inducement to the subject matter of this Agreement and that, if known or suspected at the time of entering Company to enter into this Agreement, may you represent that you have materially affected this Agreement and your decision not assigned any Claim to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunderthird party. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 2 contracts

Samples: Separation Agreement (Transcode Therapeutics, Inc.), Separation Agreement (Transcode Therapeutics, Inc.)

Release of Claims. a. In exchange for the consideration set forth in paragraph 4, Employee, on behalf of the Severance him, his representatives, successors and for other valuable considerationassigns, you does hereby knowingly waive any and voluntarily release all rights to, and completely releases and forever discharge discharges, the Company, Sparx, Inc., Sun Energy Solar, Inc. (f/k/a Sologic, Inc.), its subsidiaries officers and affiliatesall other representatives, their respective successors, predecessors and assigns, and each of their respective officersagents, directors, employees, representatives successors and agents (collectivelyassigns, the “Released Parties”) and attorneys, from any and all claims, suitsrights, controversiesdemands, actions, obligations, and causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities action of any nature whatsoever in law kind and in equityevery kind, both past nature, and present (through the Release Date) and whether character, known or unknown, suspectedwhich such party may now have, or claimed has ever had, against them arising from or in any way connected with the employment relationship between the parties or the separation thereof, including, but not limited to, any and all claims which could be asserted by virtue of the Released Parties that you may have, which arise out of or are connected with your employment, or termination Agreement; all wrongful discharge claims including retaliatory discharge; all claims relating to any contracts of employment, with the Company other than those that arise out express or implied; any tort of any nature; any covenant of good faith and fair dealing, express or are related to your rights implied; any federal, state, or status as an owner of vested equity municipal statute or ordinance; any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim arising claim under the following statues (each, as amended): Title VII of the Civil Rights Act of 19641964 as amended; claims under the Civil Rights Act of 19911967, as amended; the Age Discrimination in Employment Act as amended, the Employee Retirement Income Security Act of 1967 (including 1974; the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Americans with Disabilities Act of 19741990, as amended; Florida Wage and Hour laws; the Fair Labor Standards Act; or their state or local counterpartsthe Occupational Safety and Health Act, as amended; or under the Xxxxxxxx-Xxxxx Act of 2002; the Consolidated Omnibus Budget Reconciliation Act (COBRA); and any other federal, state or local civil or human rights law, or under laws and regulations relating to the employment context; and common law claims and any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim and all claims for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these mattersand costs. The foregoing release will Employee does not apply to any waive rights you or claims that may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in arise after the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in date this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entityexecuted. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 2 contracts

Samples: Settlement Agreement, Settlement Agreement (Sun Energy Solar Inc)

Release of Claims. a. In consideration exchange for the promises and covenants made in the Separation Agreement by Xxxx-Xxxx, I (on behalf of the Severance myself and for other valuable considerationmy spouse, you hereby knowingly agents, heirs, executors, estates, representatives, successors and voluntarily assigns) release Xxxx-Xxxx Realty L.P. and forever discharge the Company, its subsidiaries and affiliatesXxxx-Xxxx Realty Corporation, their respective predecessors, successors, predecessors affiliates, subsidiaries, parents and assignsassigns (collectively and individually, the “Employer”), and each of their respective officers, directors, managers, trustees, shareholders, partners, members, employees, representatives agents and agents all persons acting by, through, under, or in concert with them or any of them (collectivelycollectively called “Employer Releasees”), the “Released Parties”) from any and all claimsliability, suits, controversies, actionsobligations, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature and/or demands whatsoever in law or equity arising or that may arise from any aspect of your employment with the Employer and in equityseparation from that employment. This release includes, both past but is not limited to (1) all wrongful discharge claims (including but not limited to claims based on breach of contract or implied contract, breach of the covenant of good faith and present (through the Release Date) and whether known or unknown, suspectedfair dealing, or claimed against any violation of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company public policy); (collectively, “Claims”), including without limitation any Claim arising 2) claims under the following statues (each, as amended): Title VII of the Civil Rights Act of 19641964 as amended (which prohibits discrimination on the basis of color, national origin, race, religion, and sex); the Civil Rights Act of 1991; (3) claims under the Age Discrimination in Employment Act (which prohibits discrimination against persons 40 years of 1967 (including the Older Workers Benefit Protection Actage or older because of age); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; (4) claims under the Employee Retirement Income Security Act of 1974, as amended; (5) claims under the Fair Labor Standards Older Workers Benefit Protection Act of 1990; (6) claims under the Civil Rights Act of 1866; (7) claims under the Xxxxxxxx-Xxxxx Act of 2002; (8) claims under the Consolidated Omnibus Budget Reconciliation Act; or their (9) claims under the Immigration Reform and Control Act; (10) claims under the National Labor Relations Act; (11) claims under the Americans With Disabilities Act (which prohibits discrimination on the basis of disabilities); (12) claims under the federal and state Family and Medical Leave Acts; (13) claims under the Genetic Information Non-discrimination Act; (14) claims under any state or local counterpartsfederal wage and hour law; (15) claims under the New Jersey Law Against Discrimination (which prohibits discrimination on the basis of age, color, handicap, national origin, race, religion, sex, or sexual orientation); (16) claims under the New Jersey Conscientious Employee Protection Act; (17) claims under the New Jersey SAFE Act; and (18) claims under any other federalfederal or state statute, state or local civil or human rights common law, or under any other local, state or federal decisional law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim as well as claims for wrongful discharge, breach of contract, negligent and/or intentional infliction of emotional distress distress, for alleged interference with any contract, economic opportunity or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefitsprospective economic advantage, or termination for alleged violation of employment under any federal, state or local law, (ii) challenge regulation, ordinance or common-law duty relating to, arising out of, or having any bearing whatsoever on, your former employment by the validity of Employer, including your separation from that employment. By its terms, this Agreement, (iii) breach any of Supplemental Release includes not only claims arising before the Restrictive Covenants or any of the covenants contained in day I sign this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment AgreementSupplemental Release, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you also all claims arising from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to day forward arising from the SEC then-present effect of acts or any other governmental entityconduct occurring before that day. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 2 contracts

Samples: Separation Agreement and Release (Mack Cali Realty L P), Separation Agreement and Release (Mack Cali Realty L P)

Release of Claims. a. In consideration of for, among other terms, the Severance payments and for other valuable considerationbenefits set forth in this Agreement, you hereby knowingly and to which the Executive acknowledges he would otherwise not be entitled, the Executive voluntarily release releases and forever discharge discharges the Company, its subsidiaries affiliated and affiliatesrelated entities, its and their respective successorspredecessors, predecessors successors and assigns, its and each of their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, representatives attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively, collectively referred to as the “Released PartiesReleasees”) generally from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”)) that, including as of the date when the Executive signs this Agreement, the Executive has, ever had, now claims to have or ever claimed to have had against any or all of the Releasees. The Company represents that, as of the date of this Agreement, it is not aware of any grounds for a claim against Executive. The release by the Executive includes, without limitation any Claim arising limitation, all Claims: • relating to the Executive’s employment by and termination of employment with the Company; • of wrongful discharge or violation of public policy; • of breach of contract including, without limitation, the Employment Agreement; • of defamation or other torts; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of discrimination or retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): the Americans with Disabilities Act, and Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; • under any other federal or state statute (including, without limitation, Claims under the Fair Labor Standards Act); • for wages, bonuses, incentive compensation, commissions, stock, stock options, vacation pay or their state or local counterparts; or under any other federalcompensation or benefits, state or local civil or human rights laweither 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 the Executive’s vested rights under the Company’s Section 401(k) plan or the Executive’s rights under this Agreement or the Employment Agreement. The Executive agrees not to accept damages of any nature, other local, state equitable or federal law, regulation legal remedies for the Executive’s own benefit or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, attorney’s fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach costs from any of the Restrictive Covenants or Releasees with respect to any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are Claim released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect As a material inducement to the subject matter of this Agreement and that, if known or suspected at the time of entering Company to enter into this Agreement, may have materially affected this Agreement and your decision the Executive represents that he has not assigned any Claim to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunderthird party. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement (Brightcove Inc)

Release of Claims. a. (a) In consideration of the Severance mutual agreements and for other valuable considerationcovenants herein contained, you hereby by signing this Agreement, Xxxxxxx knowingly and voluntarily release releases and forever discharge discharges the Company, Company and its subsidiaries and affiliates, their respective successorssubsidiaries, predecessors divisions, insurers, predecessors, successors and assigns, and each of their respective current and former employees, attorneys, officers, directors, employees, representatives directors and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively, collectively referred to throughout the remainder of this Agreement as Company Released Parties”) ), of and from any and all claims, suitsknown and unknown, controversiesasserted or unasserted, actionswhich Xxxxxxx has or may have against the Company or any Company Released Parties as of the date of execution of this Agreement, causes of actionincluding, cross-but not limited to: (i) any claims, counter-whether statutory, common law, or otherwise, arising out of the terms or conditions of his employment at the Company; (ii) any claims, demandswhether statutory, debtscommon law, compensatory damagesor otherwise, liquidated damages, punitive or exemplary damages, other damages, arising out of the facts and circumstances of his employment and the termination of his employment at the Company; (iii) any claims for costs breach of contract, quantum meruit, unjust enrichment, breach of oral promise, tortuous interference with business relations, injurious falsehood, defamation, negligent or intentional infliction of emotional distress, invasion of privacy, and any other common law contract and tort claims; (iv) any claims for unpaid or lost benefits or salary, bonus, vacation pay, severance pay, or other compensation; (v) any claims for attorneys’ fees, or liabilities of any nature whatsoever in law and in equitycosts, both past and present (through the Release Date) and whether known or unknown, suspecteddisbursements, or claimed against other expenses; (vi) any claims for damages or personal injury; (vii) any claims of the Released Parties that you may haveemployment discrimination, which arise out of harassment or are connected with your employmentretaliation, whether based on federal, state, or termination of employment, with the Company other than those that arise out of local law or are related to your rights judicial or status as an owner of vested equity or administrative decision; and (viii) any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim claims arising under the following statues (eachFair Labor Standards Act, as amended): 29 U.S.C.§ 201, et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et seq. (as amended); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Civil Rights Act of 1991, Pub. Law No. 102-166; the National Labor Relations Act, 29 U.S.C. § 151, et seq.; the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.; the Rehabilitation Act of 1973, 29 U.S.C. § 701, et seq.; the Age Discrimination in Employment Act of 1967 (including Act; the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment and Retraining and Notification Act; the Americans With Disabilities Act, 42 U.S.C. § 12101, et seq.; the Employee Retirement Income Security Act of 1974; , 29 U.S.C. §1001, et seq., the Fair Labor Standards Xxxxxxxx-Xxxxx Act of 2002, 18 U.S.C. §1514A, et seq., the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; , claims under North Carolina or their other state or local counterparts; or under laws, including, but not limited to, the North Carolina Retaliatory Employment Discrimination Act, the North Carolina Persons with Disabilities Protection Act, the North Carolina Equal Employment Practices Act, and/or any other federal, state or local civil statute, law, ordinance, regulation or human rights order, or the common law, or under any other localself-regulatory organization rule or regulation. The enumeration of specific rights, state or federal lawclaims, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures and causes of action being released should not be construed to limit the general scope of the foregoing release. It is the intent of Xxxxxxx and the Company that by the foregoing release, Xxxxxxx is giving up all rights, claims, and causes of actions against the Company Released Parties which accrued prior to the effective date hereof, whether or not he is aware of them and whether or not any damage or injury has yet occurred. This release does not include either Party’s right to enforce the terms of its subsidiaries this Agreement. In connection with this release provision, Xxxxxxx does not waive his right to file a charge or affiliates; or participate in any claim for wrongful discharge, breach proceeding of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local lawgovernmental agency, (ii) challenge including the validity of this AgreementEqual Employment Opportunity Commission, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines thatNational Labor Relations Board, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (Commission. To the “SEC”) extent permitted by law, Xxxxxxx agrees that if such a claim is made, Xxxxxxx shall not be entitled to recover any individual monetary relief or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizationsindividual remedies should any administrative agency pursue any claim on his behalf. As such, nothing Nothing in this Agreement is intended to prohibit you from disclosing extinguishes any claims Xxxxxxx may have: (i) against the Company for breach of this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate Agreement; (ii) against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive Released Parties for any claims against arising from events that occur following the Effective Date; or (iii) related to the Company’s obligation, if any, to indemnify Xxxxxxx as an officer of the Company, its officers including under any directors’ and directors that relate to events that occurred during officers’ liability policy maintained by the period of Executive’s employmentCompany.

Appears in 2 contracts

Samples: Retirement Agreement, Retirement Agreement (Biodelivery Sciences International Inc)

Release of Claims. a. In consideration Xxxxxxx Xxxxxx (“Xxxxxx”), on behalf of the Severance and for other valuable considerationhimself, you hereby knowingly and voluntarily release and forever discharge the Companyhis spouse, its subsidiaries and affiliates, their respective successors, predecessors heirs, and assigns, and each of their respective officersexcept as expressly set forth herein, hereby forever releases and discharges Apogee Enterprises, Inc., including its parents, affiliates, subsidiaries, business units, directors, officers, employees, representatives agents, predecessors, successors, assigns, and agents insurers (collectively, the “Released Parties”) from to the fullest extent permitted by law from, and covenants not to xxx or otherwise institute or cause to be instituted any legal or administrative proceedings against any Released Party with respect to, any and all claims, suitsdebts, controversiesliabilities, demands, promises, agreements, costs and expenses (including but not limited to attorneys’ fees), damages, actions, and causes of action, cross-claimsof whatever kind or nature, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the Release Date) and whether known or unknown, suspectedsuspected or unsuspected, fixed or claimed against any of the Released Parties that you may havecontingent, which arise arising out of any act or are connected with your employment, or termination omission occurring before Xxxxxx’x execution of employment, with the Company other than those that arise out this Release of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company Claims (collectively, ClaimsRelease”), including without limitation but not limited to any Claim claims based on, arising out of, or related to Xxxxxx’x employment with, transition from, or the ending of employment with Apogee; any claims arising from rights under the following statues (eachfederal, as amended): state and/or local laws, including but not limited to those related to contract, or any form of retaliation, harassment or discrimination on any basis, or any related cause of action, including but not limited to any alleged violation of Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; , Sections 1981 through 1988 of Title 42 of the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963United States Code, as amended; the Americans with Disabilities Act of 1990, as amended; the Age Discrimination in Employment Act (“ADEA”); the Older Workers Benefit Protection Act (“OWBPA”); the Family and Medical Leave Act of 1993Act; the Worker Adjustment Retraining and Notification ActMinnesota Human Rights Act (“MHRA”); the Employee Retirement and Income Security Act of 1974; the Fair Labor Standards Act; any claims grounded in contract or their state tort theories, including but not limited to breach of express or local counterpartsimplied contract; tortious interference with contractual relations; promissory estoppel; breach of promise; breach of fiduciary or other duty; breach of manuals or other policies; assault; battery; fraud; false imprisonment; invasion of privacy; misrepresentation; defamation, including libel, slander, and self-publication defamation; infliction of emotional distress; and/or harassment; or any other claim of any kind whatsoever, including but not limited to any claim for damages or declaratory or injunctive relief of any kind (the “Released Claims”). The Released Claims shall not include any claims for compensation or benefits: (i) set forth in Sections 2, 3, 4 and/or 5 of the Transition Agreement between Xxxxxx and Apogee, consistent with the terms set forth therein, or otherwise expressly preserved by the Transition Agreement, or (ii) with respect to Xxxxxx’x rights to be indemnified and to have costs of defense advanced to him as a current or former director, officer or employee of Apogee pursuant to the Minnesota Business Corporation Act and Apogee’s Articles of Incorporation and Bylaws or under any other federal, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of liability insurance policy carried by Apogee for the Company or any benefit of its subsidiaries or affiliates; or any claim for wrongful dischargecurrent and past directors, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable lawofficers and/or employees. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 2 contracts

Samples: Transition Agreement (Apogee Enterprises, Inc.), Transition Agreement (Apogee Enterprises, Inc.)

Release of Claims. a. In consideration of the Severance (a) For good and for other valuable consideration, you including the Company’s provision of consideration set forth in Sections 1 and 2, which Consultant was not entitled to but for his entry into this Agreement, Consultant hereby knowingly forever releases, discharges and voluntarily release and forever discharge acquits the Company, each of its parent companies, subsidiaries and affiliates, their respective successors, predecessors and assigns, other Affiliates and each of the foregoing entities’ respective past, present and future parent companies, subsidiaries, Affiliates, boards of directors (or comparable bodies) and all members thereof, as well as any of their respective officerspast, present, and future insurers, shareholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and agents representative capacities (collectively, the “Released Company Parties”) ), as well as all employee benefit plans maintained by a Company Party and all fiduciaries and administrators of any such plans, in their personal and representative capacities, from liability for, and Consultant hereby waives, any and all claims, suitsdamages, controversiescosts, actions, or causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities action of any nature whatsoever in law and in equitykind, both past and present (through the Release Date) and whether known or unknown, suspectedrelated to Consultant’s prior employment with any Company Party, or claimed against any the termination of such employment as of the Released Parties that you may haveSeparation Date, which arise out of and any other acts or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are omissions related to your rights any matter on or status as an owner of vested equity or any vested equity-equivalent in prior to the Company (collectively, “Claims”)time that Consultant executes this Agreement, including without limitation limitation, (i) any Claim arising under alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the following statues (eachAge Discrimination in Employment Act of 1967, as amended): amended (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964; , as amended, the Civil Rights Act of 1991; , Sections 1981 through 1988 of Title 42 of the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; United States Code, as amended, and the Americans with Disabilities Act of 1990, as amended, the Arkansas Civil Rights Act of 1993; (B) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Worker Workers Adjustment and Retraining and Notification Act, as amended; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under (H) any other federal, state or local civil or human rights wage and hour law, or under ; (I) any other local, state or federal law, regulation regulation, ordinance or ordinanceorders which may have afforded any legal or equitable causes of action of any nature; or under (J) any public policy, contract or contract, tort, or under common law; law claim or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach fraud or misrepresentation of contract, infliction of emotional distress or defamationany kind; or (ii) any claim allegation for costs, fees fees, or other expenses, expenses including attorneys’ fees incurred in these matters. The foregoing release will not apply to in, or with respect to, a Released Claim; (iii) any rights you and all claims Consultant may have that canunder any employment agreement or any other contract with any Company Party; and (iv) any claim for compensation or benefits of any kind not be waived as a matter of applicable lawexpressly set forth in this Agreement (collectively, the “Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. b. You acknowledge and agree that(b) Notwithstanding the above, the Released Claims do not include any claim that first arises after the date that Consultant signs this Agreement or any claim to vested benefits under an employee benefit plan of any Company Party that is subject to ERISA. (c) Notwithstanding this release of liability, nothing in the event that you this Agreement prevents Consultant from filing any non-legally waivable claim (i) file any charge, claim, demand, action or arbitration with regard including a challenge to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Equal Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Opportunity Commission (the SECEEOC”) or its Office of comparable state or local agency or participating in any investigation or proceeding conducted by the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, EEOC or from comparable state or local agency or cooperating with or reporting violations tosuch agency; however, the SEC or Consultant understands and agrees that Consultant is waiving any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you all rights to waive recover any monetary award or other payment that you might become entitled to from the SEC personal relief or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise recovery as a result of such different EEOC or additional claims comparable state or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional local agency proceeding or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereundersubsequent legal actions. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 2 contracts

Samples: Consulting Agreement (Arcbest Corp /De/), Consulting Agreement (Arcbest Corp /De/)

Release of Claims. a. In consideration of for the Severance Continued Employment Period and for other valuable considerationthe pay and benefits provided in this Agreement, you hereby knowingly and voluntarily your heirs, executors, representatives, agents, insurers, administrators, successors and assigns fully waive, release and forever discharge the Company, its subsidiaries and including, without limitation, all of the Company’s related corporations, affiliates, their respective successorsparents, predecessors and assignssubsidiaries, joint ventures, and each of their respective current and former directors, officers, directors, employees, agents, attorneys, insurers, shareholders, representatives and agents assigns (collectively, the “Released Parties”) ), from any and all claimsliability, suitsdamages, controversies, actions, claims or causes of action, cross-claimsdirect or indirect, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the Release Date) and whether known or unknown, suspectedrelating in any way to your employment with the Company or the termination of that employment. You acknowledge and understand that by entering into this Agreement, or claimed you are waiving and releasing any legal claims you may have relating to your employment at the Company and the termination of that employment. This release also includes, but is not limited to, all claims against any of the Released Parties that you may haveunder any local, which arise out of state or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”)federal laws, including without limitation any Claim arising under the following statues (eachbut not limited to ERISA, as amended): 29 U.S.C. § 1001, et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, as amended; the Post Civil War Civil Rights Acts, 42 U.S.C. §§ 1981-1988; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963Act; the Americans with Disabilities Act of 1990Act; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Rehabilitation Act of 19741973; the Uniformed Services Employment and Reemployment Rights Act; the Fair Labor Standards Act; or their state or local counterpartsExecutive Order 11246; or under any the Xxxxxxxx-Xxxxx Act, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the National Labor Relations Act, as amended; the Genetic Information Nondiscrimination Act; and all other federal, state state, or local civil common or human rights lawstatutory law theories and all federal, state, or under any other locallocal labor, state employment or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of wage laws that may legally be waived. This release and the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred ADEA release in these matters. The foregoing release will Section 5 do not apply to waive any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree thathave, if any, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment vested retirement benefits with the Company, Company or for unemployment compensation and benefits, or termination of employment under any federal, benefits with a state or local law, (ii) challenge agency. The releases also do not prevent you from pursuing a claim that the validity Company has violated the terms of this Agreement. Your releases also do not prevent you from filing a claim for discrimination, (iii) breach any of or participating in an investigation, with the Restrictive Covenants Equal Employment Opportunity Commission, the National Labor Relations Board or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreementapplicable state labor agency, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement agree not to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with accept any monetary damages or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you compensation for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entityclaim. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 2 contracts

Samples: Confidential Employment Separation Agreement (Northwest Pipe Co), Confidential Employment Separation Agreement (Northwest Pipe Co)

Release of Claims. a. In consideration of the Severance and for other valuable consideration, you hereby knowingly and The Executive voluntarily release releases and forever discharge discharges the Company, its subsidiaries affiliated and affiliatesrelated entities, their respective successorspredecessors, predecessors successors and assigns, their employee benefit plans and each fiduciaries of their respective such plans, and the current and former officers, directors, shareholders, employees, representatives attorneys, accountants and agents (collectively, the “Released Parties”) from of any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”)) that, including as of the date when the Executive signs this Agreement, the Executive has, ever had, claims to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation any Claim arising limitation, the release of all Claims: • relating to the Executive’s employment by the Company and the termination of such employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; the Civil Rights Act 1964 and Claims of 1991; the Age Discrimination in Employment Act any form of 1967 (including the Older Workers Benefit Protection Actdiscrimination or retaliation that is prohibited by Massachusetts law); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil city statute or human rights lawregulation; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, paid time off or under any other local, state compensation or federal law, regulation or ordinancebenefits; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim and • for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees damages or other expensesremedies of any sort, including attorneys’ fees incurred in these matters. The foregoing including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release will shall not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree thataffect the Executive’s rights, in the event that you if any, (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local lawSection 401(k) plan, (ii) challenge the validity of this Agreementto indemnification, advancement and/or directors and officers insurance coverage, (iii) breach under any equity awards issued pursuant to Section 2(c) of the Restrictive Covenants Employment Agreement or any otherwise granted by the Company in writing pursuant to the approval of the covenants contained in this Agreement Company’s Board of Directors, or (iv) the Company determines thatunder Sections 2, during your employment with the Company, you engaged in an act 4(c) or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in 5(a) of the Employment Agreement. The Executive agrees that he shall not seek or accept damages of any nature, but excluding clauses (i) and (vii) other equitable or legal remedies for his own benefit, attorney’s fees, or costs from any of the definition of Cause for purposes of such determination), you will forfeit your entitlement Releasees with respect to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are Claim released by this Agreement. You acknowledge He further represents that you may hereafter discover claims he has not assigned to any third party and he has not filed with any agency or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into court any Claim released by this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Employment Agreement (Proteostasis Therapeutics, Inc.)

Release of Claims. a. In consideration of the Severance and for other valuable consideration, you hereby knowingly and The Executive voluntarily release releases and forever discharge discharges the Company, its subsidiaries affiliated and affiliatesrelated entities, their respective successorspredecessors, predecessors successors and assigns, their employee benefit plans and each fiduciaries of their respective such plans, and the current and former officers, directors, shareholders, employees, representatives attorneys, accountants and agents (collectively, the “Released Parties”) from of any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”)) that, including as of the date when the Executive signs this Agreement, the Executive has, ever had, claims to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation any Claim arising limitation, the release of all Claims: • relating to the Executive’s employment by the Company and the termination of such employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; the Civil Rights Act 1964 and Claims of 1991; the Age Discrimination in Employment Act any form of 1967 (including the Older Workers Benefit Protection Actdiscrimination or retaliation that is prohibited by Massachusetts law); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil city statute or human rights lawregulation; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, paid time off or under any other local, state compensation or federal law, regulation or ordinancebenefits; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim and • for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees damages or other expensesremedies of any sort, including attorneys’ fees incurred in these matters. The foregoing including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release will shall not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree thataffect the Executive’s rights, in the event that you if any, (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local lawSection 401(k) plan, (ii) challenge the validity of this Agreementto indemnification, advancement and/or directors and officers insurance coverage, (iii) breach under any equity awards issued pursuant to Section 2(b) of the Restrictive Covenants Employment Agreement or any otherwise granted by the Company in writing pursuant to the approval of the covenants contained in this Agreement Company’s Board of Directors, or (iv) the Company determines thatunder Sections 2, during your employment with the Company, you engaged in an act 4(c) or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in 5(a) of the Employment Agreement. The Executive agrees that she shall not seek or accept damages of any nature, but excluding clauses (i) and (vii) other equitable or legal remedies for her own benefit, attorney’s fees, or costs from any of the definition of Cause for purposes of such determination), you will forfeit your entitlement Releasees with respect to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are Claim released by this Agreement. You acknowledge She further represents that you may hereafter discover claims she has not assigned to any third party and she has not filed with any agency or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into court any Claim released by this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Employment Agreement (Proteostasis Therapeutics, Inc.)

Release of Claims. a. (a) In consideration of the Severance accelerated vesting and for other valuable considerationPTO payout set forth in Section 2(b) (and any portion of such acceleration), you Employee hereby knowingly forever releases, discharges and voluntarily release and forever discharge acquits the Company, Parent, each of its and their present and former subsidiaries and other affiliates, their respective successors, predecessors and assigns, and each of their the foregoing entities’ respective officerspast, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and agents representative capacities, as well as all employee benefit plans maintained by the Company or any of its affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Released Parties”) ), from liability for, and Employee hereby waives, any and all claims, suitsdamages, controversies, actions, or causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities action of any nature whatsoever in law kind related to Employee’s employment with any Released Party, the termination of such employment, and in equityany other acts or omissions related to any matter occurring or existing, both past and present (through the Release Date) and whether known or unknown, suspectedon or prior to the time that Employee executes this Agreement, whether arising under federal or claimed against state laws or the laws of any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”)jurisdiction, including without limitation (i) any Claim arising under the following statues alleged violation through such time of: (eachA) any federal, as amended): Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act); , Title VII of the Equal Pay Civil Rights Act of 1963; 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, and the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under (G) any other federal, state or local civil or human rights wage and hour law; (H) the Texas Labor Code (including the Texas Payday Law, or under the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (I) any other local, state or federal law, regulation regulation, ordinance or ordinanceorders which may have afforded any legal or equitable causes of action of any nature; or under (J) any public policy, contract or contract, tort, or under common law; law claim or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful dischargedefamation, breach emotional distress, fraud or misrepresentation of contract, infliction of emotional distress or defamationany kind; or (ii) any claim allegation for costs, fees fees, or other expenses, expenses including attorneys’ fees incurred in these matters. The foregoing release will not apply to in, or with respect to, a Released Claim; (iii) any rights you and all rights, benefits, or claims Employee may have under any employment contract (including the Employment Agreement), incentive or compensation plan or agreement (including the LTIP and the applicable award agreements thereunder) or under any other benefit plan, program or practice; and (iv) any claim for compensation, damages or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that cannot be waived as a matter any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that any and all potential claims of applicable lawthis nature that Employee may have against any of the Released Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES. b. You acknowledge and agree that, in (b) In no event shall the event that you Released Claims include (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local lawclaim that arises after Employee signs this Agreement, (ii) any claim to enforce Employee’s rights under this Agreement; or (iii) any claim to vested benefits under an employee benefit plan that is subject to ERISA. Further notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with any governmental agencies or participating in any investigation or proceeding conducted by any governmental agency or cooperating with such an agency or providing documents or other information to a governmental agency; however, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines Employee understands and agrees that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law permitted by law, Employee is waiving any and all rights to certain protections for cooperating with recover any monetary or reporting personal relief from a Released Party as a result of such governmental agency proceeding or subsequent legal violations to the Securities and Exchange Commission (the “SEC”) or its Office actions. Further notwithstanding this release of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As suchliability, nothing in this Agreement is intended limits Employee’s right to prohibit you from disclosing this Agreement toreceive an award for information provided to a governmental agency. Further notwithstanding the foregoing, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive waives or modifies any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, rights Employee may have materially affected this Agreement under the Company’s or Parent’s directors and your decision officers insurance policy as in effect from time to enter into it. Neverthelesstime (the “D&O Policy”), you hereby waive any right, claim or cause of action that might arise as a result of and all such different or additional claims or facts. You agree that this Agreement will rights shall remain in effect as a general release, notwithstanding any additional or different facts you may discover about pursuant to the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against terms of the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunderD&O Policy. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation and Release Agreement (Hi-Crush Inc.)

Release of Claims. a. In By signing this Agreement and in exchange for the consideration of the Severance described above, Employee fully and for other valuable considerationcompletely releases and discharges Frank’s and its directors, you hereby knowingly and voluntarily release and forever discharge the Company, its subsidiaries and affiliates, their respective successors, predecessors and assigns, and each of their respective officers, directorsagents, employees, shareholders, representatives and agents (collectivelyattorneys, the “Released Parties”) from any and all claims, suits, controversies, actionsdemands, causes of action, cross-claimscomplaints, counter-claimscharges and liability, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law kind, known and in equity, both past and present (through the Release Date) and whether known or unknown, suspected, which Employee has or claimed against any of the Released Parties that you may have, which arise out might have as a result of or are connected in any way relating to Employee’s employment with your Frank’s or the termination of such employment, or termination of employment, with the Company (other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in Frank’s agreements and obligations regarding the Company (collectively, “Claims”payment described above), including without limitation limitation, any Claim arising claims relating to pay, executive deferred compensation plans, restricted stock unit agreements, 401K plans (other than the 401K plan in Employee’s name being administered by The Newport Group), any other fringe benefits or fringe benefit plans, or other terms of employment; claims based on any tort, whistleblower, or wrongful discharge theory; claims based on breach of contract (express or implied), breach of covenant of good faith and fair dealing; of intentional infliction of emotional distress, violation of public policy, defamation, invasion of privacy, impairment of economic opportunity, or any other tort; any claims for punitive, exemplary of compensatory damages; back or front pay claims; attorney’s fees or costs; claims based on discrimination or harassment on the basis of race, color, religion, sex, national origin, age, handicap, disability, or other category protected under the following statues (each, as amended): Title VII of the Civil Rights Act Acts of 1866, 1871, 1964; the Civil Rights Act of , and 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; , or their state any other similar federal, state, or local counterparts; constitution, regulation, law (statutory or under any other federal, state or local civil or human rights lawcommon), or under any other locallegal theory. All such claims, state or federal lawif any, regulation or ordinance; or under any public policyare hereby compromised, contract or tortsettled, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or and extinguished in their entirety. Employee further agrees and waives any claim for wrongful discharge, breach to reinstatement or future employment with Frank’s. Employee acknowledges that this release of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will claims is not apply to any rights you may have that and cannot be waived considered as a matter an admission of applicable law. b. You acknowledge and agree that, in liability on the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with part of Frank’s; on the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Furthercontrary, it is expressly understood that notwithstanding the discovery any and all liability is expressly denied. Employee covenants that Employee has not filed any claims, lawsuits or existence actions with any local, state, or federal court against Frank’s and covenants not to do so at any time based on any matter covered by this release of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunderclaims. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation Agreement (Frank's International N.V.)

Release of Claims. a. (a) In consideration exchange for the payment of the amount in lieu of the 2017 performance bonus as set forth in Section 2, the Severance Pay as set forth in Section 4 above and as partial consideration for the accelerated vesting of the RSAs as set forth in Section 5 above, and other valuable considerationconsideration provided to you by this Agreement that you are not otherwise entitled to receive, to the fullest extent permitted by law, you hereby knowingly generally and voluntarily completely release the Company and forever discharge the Companyits current and former directors, its subsidiaries and affiliates, their respective successors, predecessors and assigns, and each of their respective officers, directors, employees, representatives shareholders, partners, agents, attorneys, predecessors, successors, parent and agents (collectivelysubsidiary entities, the “Released Parties”) insurers, affiliates, and assigns from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs liabilities and attorneys’ fees, or liabilities of any nature whatsoever in law and in equityobligations, both past known and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to your signing this Agreement. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to your rights employment with the Company, or status the termination of that employment; (2) all claims related to your compensation or benefits from the Company, including salary, bonuses (except as an owner of vested equity set forth in Sections 2 and 4 above), vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any vested equity-equivalent other ownership interests in the Company Company; (collectively3) all claims for breach of contract, “Claims”)wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including without limitation any Claim claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the following statues (each, as amended): Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; California Fair Employment and Housing Act, the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; 1967, the Americans with Disabilities Act of 1990; Act, the Fair Labor Standards Act, the National Labor Relations Act, the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; , the Employee Retirement Income Security Act of 1974; , as amended (“ERISA”), the Workers Adjustment and Retraining Notification Act the California Fair Labor Standards Act; Employment and Housing Act (as amended) and all other laws and regulations relating to employment. (b) The Company voluntarily and irrevocably releases and discharges you and your executors and administrators generally from all charges, complaints, claims, promises, agreements, causes of action, damages, and debts that relate in any manner to your employment with or their state services for the Company, known or local counterparts; or under any other federalunknown which the Company has, state or local civil or human rights lawclaims to have, ever had, or under any other localever claimed to have had against you through the date upon which you execute this Agreement. This general release of claims includes, state without implication of limitation, all claims related to your services or federal lawtermination as a director, regulation or ordinance; or under any public policyofficer, contract or tortemployee, agent, or under common law; or arising under any policies, practices or procedures fiduciary of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any activities on behalf of the Restrictive Covenants Company in any such capacity; provided however, that this general release of claims excludes any acts or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, omissions that would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (viibe excluded from exculpation under Section 102(b)(7)(ii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paidDelaware General Corporation Law. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Resignation Agreement (Innoviva, Inc.)

Release of Claims. a. In consideration of the Severance Consultant (for Consultant’s self and for other valuable considerationConsultant’s heirs, you administrators, executors, agents and assigns) does hereby knowingly and voluntarily release fully and forever release, waive, discharge and covenants not to sue the CompanyCompany or any related or affiliated entity, or its subsidiaries and affiliates, or their respective successorscurrent or former parent entities, predecessors officers, employees, directors, insurers, agents, attorneys, benefit plans, and assigns, and each any predecessors or successors of their respective officers, directors, employees, representatives and agents the foregoing (collectively, the “Released Parties”) from ), with respect to any and all claims, suitsassertions of claims, controversiesdebts, demands, actions, causes of actionsuits, cross-claimsexpenses, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or costs, damages and/or liabilities of any nature whatsoever in law nature, type and in equitydescription, both past and present (through the Release Date) and whether known or unknown, suspectedat law or in equity, or claimed against any of the Released Parties that you may have, which arise arising out of any fact or are matter in any way connected with your employment, or termination of employment, with the Company other than those that arise out of or are related Consultant’s services to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectivelyincluding employment and consulting services), “Claims”the separation thereof, or any other related matter arising before the date Consultant signs this Supplemental Release. This release shall include but is not limited to any rights or claims under federal, state or local law (whether arising from statute, executive order, regulation, code, or constitution, or other source), including without limitation any Claim but not limited to claims arising under the following statues (each, as amended): Title VII of the Civil Rights Act of 1964; , as amended, Section 1981 of the Civil Rights Act of 1866, the Fair Labor Standards Act (to the extent subject to a waiver of this sort), the Equal Pay Act, the Employee Retirement Income Security Act of 1974, as amended, the Civil Rights Act of 1991; , the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act“ADEA”); the Equal Pay Act of 1963; , the Americans with Disabilities Act, the Family Medical Leave Act, the Genetic Information Nondiscrimination Act of 1990; 2008, the Family Occupational Safety and Medical Leave Health Act (“OSHA”), the Rehabilitation Act of 1993; 1973, the Worker Workers Adjustment Retraining and Notification Act; , the Employee Retirement Income Security Uniformed Services Employment and Reemployment Rights Act, the Fair Credit Reporting Act, the anti-retaliation provisions of the Corporate and Criminal Fraud Accountability Act of 1974; 2002 (also known as the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Report Consumer Protection Act), Cal-OSHA, the California Fair Employment & Housing Act, the California Labor Standards Code, the California Government Code, the California Family Rights Act; , the California Civil Code, the California Business & Professions Code, each as amended, rights to rehire and reemployment, and any and all common law claims, including claims sounding in tort or their state contract, claims for compensation, benefits, equity, or local counterparts; other remuneration or attorneys’ fees, costs or disbursements, claims for physical or emotional distress or injuries, claims for discrimination, harassment, retaliation, failure to accommodate, violation of public policy, breach of express or implied contract, breach of an implied covenant of good faith and fair dealing, defamation or misrepresentation, and any claims arising under any other duty or obligation of any kind or description, whether arising in law or equity, which can lawfully be released under federal, state state, or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing is a non-exhaustive list, and this release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing cover all claims that may be lawfully waived by agreement, including those not specifically listed. Consultant agrees and acknowledges that the consideration given pursuant to this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may Supplemental Release is not retaliate against you for any of these activities, and nothing in this Agreement requires you related to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entitysexual harassment. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Consulting Agreement (Lyft, Inc.)

Release of Claims. a. In consideration of the Severance and for other valuable consideration, you hereby knowingly and I voluntarily release and forever discharge the Company, its subsidiaries and affiliatesthe Bank, their respective successorspredecessors, predecessors successors and assigns, and each of their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, members, employees, representatives attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively, collectively referred to as the “Released PartiesReleasees”) generally from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”)) that, including as of the date when I sign this Release Agreement, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation any Claim arising limitation, all Claims: • relating to my employment by the Employers and the termination of my employment pursuant to the Retirement Agreement; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; the Civil Rights Act , and Claims of 1991; the Age Discrimination in Employment Act any form of 1967 (including the Older Workers Benefit Protection Actdiscrimination or retaliation that is prohibited by Massachusetts General Laws chapter 151B); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, federal or state statute; • of defamation or local civil or human rights law, or under any other local, state or federal law, regulation or ordinancetorts; or under any • of violation of public policy; • for wages, contract or tortbonuses, or under common law; or arising under any policiesincentive compensation, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful dischargestock, breach of contractstock options, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC vacation pay or any other such governmental entity compensation or selfbenefits, including under the Massachusetts Wage Act, M.G.L. c. 149, §§148-regulatory organization150C or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and you may do so without notifying attorney’s fees; provided, however, that this Release Agreement shall not affect my rights to indemnification pursuant to the Company. The Company ’s Amended and Restated By-Laws, dated March 3, 2016 or the Bank’s Amended and Restated By-Laws, dated March 12, 2018, nor shall it affect any Claim that by express terms of law may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entitybe waived. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Retirement Agreement (Randolph Bancorp, Inc.)

Release of Claims. a. In consideration of the Severance and for other valuable consideration, you hereby knowingly and The Executive voluntarily release releases and forever discharge discharges the Company, its subsidiaries affiliated and affiliatesrelated entities, their respective successorspredecessors, predecessors successors and assigns, their employee benefit plans and each fiduciaries of their respective such plans, and the current and former officers, directors, shareholders, employees, representatives attorneys, accountants and agents (collectively, the “Released Parties”) from of any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”)) that, including as of the date when the Executive signs this Agreement, the Executive has, ever had, claims to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation any Claim arising limitation, the release of all Claims: • relating to the Executive’s employment by the Company and the termination of such employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; the Civil Rights Act 1964 and Claims of 1991; the Age Discrimination in Employment Act any form of 1967 (including the Older Workers Benefit Protection Actdiscrimination or retaliation that is prohibited by Massachusetts law); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil city statute or human rights lawregulation; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, paid time off or any other compensation or benefits; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; The Executive agrees that he shall not seek or accept damages of any nature, other equitable or legal remedies for his own benefit, attorney’s fees, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach costs from any of the Restrictive Covenants or Releasees with respect to any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are Claim released by this Agreement. You acknowledge He further represents that you may hereafter discover claims he has not assigned to any third party and he has not filed with any agency or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive court any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are Claim released in by this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.ACTIVE/100310529.4

Appears in 1 contract

Samples: Separation Agreement (Proteostasis Therapeutics, Inc.)

Release of Claims. a. In consideration of the Severance and for other valuable consideration, you hereby knowingly and The Executive voluntarily release releases and forever discharge discharges the Company, its subsidiaries affiliated and affiliatesrelated entities, their respective successorspredecessors, predecessors successors and assigns, their employee benefit plans and each fiduciaries of their respective such plans, and the current and former officers, directors, shareholders, employees, representatives attorneys, accountants and agents (collectively, the “Released Parties”) from of any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”)) that, including as of the date when the Executive signs this Agreement, the Executive has, ever had, claims to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation any Claim arising limitation, the release of all Claims: • relating to the Executive’s employment by the Company and the termination of such employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; the Civil Rights Act 1964 and Claims of 1991; the Age Discrimination in Employment Act any form of 1967 (including the Older Workers Benefit Protection Actdiscrimination or retaliation that is prohibited by Massachusetts law); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil city statute or human rights lawregulation; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, paid time off or under any other local, state compensation or federal law, regulation or ordinancebenefits; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim and • for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees damages or other expensesremedies of any sort, including attorneys’ fees incurred in these matters. The foregoing including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release will shall not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree thataffect the Executive’s rights, in the event that you if any, (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local lawSection 401(k) plan, (ii) challenge the validity of this Agreementto indemnification, advancement and/or directors and officers insurance coverage, (iii) breach under any equity awards issued pursuant to Section 2(c) of the Restrictive Covenants Employment Agreement or any otherwise granted by the Company in writing pursuant to the approval of the covenants contained in this Agreement Company’s Board of Directors, or (iv) the Company determines thatunder Sections 2, during your employment with the Company, you engaged in an act 4(c) or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in 5(a) of the Employment Agreement. The Executive agrees that she shall not seek or accept damages of any nature, but excluding clauses (i) and (vii) other equitable or legal remedies for her own benefit, attorney’s fees, or costs from any of the definition of Cause for purposes of such determination), you will forfeit your entitlement Releasees with respect to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are Claim released by this Agreement. You acknowledge She further represents that you may hereafter discover claims she has not assigned to any third party and she has not filed with any agency or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into court any Claim released by this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Employment Agreement (Proteostasis Therapeutics, Inc.)

Release of Claims. a. In For and in consideration of the Severance payments and benefits provided in paragraphs 1 – 4 above, Executive, for other valuable considerationhimself, you hereby knowingly his successors and voluntarily release assigns, executors and administrators, now and forever discharge hereby releases and discharges the Company, together with all of its past and present parents, subsidiaries and affiliates, together with each of their respective successorsofficers, predecessors directors, stockholders, partners, employees, agents, representatives and assignsattorneys, and each of their respective officerssubsidiaries, directorsaffiliates, employeesestates, representatives predecessors, successors, and agents assigns (collectively, hereinafter collectively referred to as the “Released PartiesReleasees”) from any and all rights, claims, suits, controversiescharges, actions, causes of action, cross-claimscomplaints, counter-claimssums of money, demandssuits, debts, compensatory covenants, contracts, agreements, promises, obligations, damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, demands or liabilities of any nature whatsoever every kind whatsoever, in law and or in equity, both past and present (through the Release Date) and whether known or unknown, suspectedsuspected or unsuspected, which Executive or claimed against Executive’s executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever; arising from the beginning of time up to the date of the Release: (i) relating in any way to Executive’ employment relationship with the Company or any of the Released Parties that you may have, which arise out of or are connected with your employmentReleasees, or the termination of employment, Executive’s employment relationship with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in of the Company Releasees; (collectively, “Claims”), including without limitation any Claim ii) arising under any federal, local or state statute or regulation, including, without limitation, the following statues (eachAge Discrimination in Employment Act of 1967, as amended): amended by the Older Workers Benefit Protection Act; Title VII of the Civil Rights Act of 1964; Sections 1981 through 1988 of Title 42 of the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963United States Code; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; , the Employee Retirement Income Security Act of 19741974 (except for vested benefits which are not affected by this agreement), the National Labor Relations Act; the Fair Labor Standards Act; or their state or local counterpartsthe Occupational Safety and Health Act; the Consolidated Omnibus Budget Reconciliation Act of 1985; the Federal Family and Medical Leave Act; or under any other federalthe Worker Adjustment Retraining Notification Act, state or local civil or human rights laweach as amended; Xxxxx Xxxxxxxxx September, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures 2008 Page 4 of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.9

Appears in 1 contract

Samples: Termination and Release Agreement (Wyndham Worldwide Corp)

Release of Claims. a. In consideration of for the Severance payment and for other valuable considerationpromises contained herein, you hereby knowingly Xxxxxx unconditionally releases and voluntarily release discharges the Company and forever discharge the Company, its subsidiaries and affiliates, their respective subsidiaries, successors, predecessors and assigns, and each of their respective officers, directors, employees, representatives agents, officers, and agents (collectively, the “Released Parties”) directors from any and all claims, suitsdemands, controversies, actions, liabilities and causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities action of any nature whatsoever in law and in equitykind or nature, both past and present (through the Release Date) and whether known or unknown, suspectedor suspected or unsuspected, which Xxxxxx now owns or holds, or claimed has owned or held against the Company, including any and all claims, demands, liabilities, or causes of action which arise out of, or are in any way connected with, Xxxxxx’x employment with, or the Released Parties that you may havetermination of Xxxxxx’x employment with, the Bank, or which arise out of or are in any way connected with your employmentany loss, damage, or injury whatsoever to Xxxxxx resulting from any act or omission by or on the part of the Bank committed prior to and up to and including the date of termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent this Agreement. Included in the Company (collectivelyclaims, “Claims”)demands, including without limitation any Claim arising liabilities, and causes of action being released and discharged by this Agreement are all claims under the following statues (each, as amended): Title VII of the Civil Rights Act of 1964Act, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including Act; the Older Workers Workers’ Benefit Protection Act); the Equal Pay Act of 1963Act; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Fair Labor Standards Act; the Employee Retirement Income Security Act of 1974(ERISA) (other than any benefits now vested); the Fair Labor Standards Americans with Disabilities Act; or their state or local counterpartsthe Rehabilitation Act; or under Chapter 760, Florida Statutes; and any and all other federallaws, state or local civil or human rights lawstatutes, ordinances, treaties, rules, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tortregulations of the United States of America, or under common law; or arising under any policiesstate, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful dischargecounty, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefitsmunicipality, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paidpolitical subdivision thereof. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation and Consulting Agreement (Amerant Bancorp Inc.)

Release of Claims. a. In As a condition of qualifying for Retirement and in consideration of the Severance and for other valuable considerationall payments described in this Retirement Agreement, you hereby covenant and agree as follows: (a) You, on behalf of yourself and your successors, heirs, assigns, executors, administrators and/or estate, hereby knowingly and voluntarily release voluntarily, irrevocably and unconditionally release, acquit and forever discharge the Company, its subsidiaries subsidiaries, divisions and affiliates, their respective successors, predecessors and assignsrelated or affiliated entities, and each of their respective predecessors, successors or assigns, and the current and former officers, directors, employeespartners, representatives shareholders, representatives, employees and agents of each of the foregoing (collectively, the “Released PartiesReleasees) ), from any and all charges, complaints, claims, suitsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, cross-claimssuits, counter-claimsrights, demands, debtscosts, compensatory damageslosses, liquidated damages, punitive or exemplary damages, other damages, claims for costs debts and expenses (including attorneys’ feesfees and costs actually incurred), or liabilities of any nature whatsoever in law and in equity, both past and present (through the Release Date) and whether known or unknown, suspected, that directly or claimed against any of the Released Parties that you may have, which indirectly arise out of of, relate to or are connected with concern your employment, employment or termination of employment, employment with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”), which you have, own or hold, or at any time heretofore had, owned or held against the Releasees up to the date on which you execute this Retirement Agreement, including without limitation 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 Claim arising under express or implied covenant of employment, including the following statues (each, as amended): covenant of good faith and fair dealing; interference with contractual or advantageous relations; or any alleged violation of: Title VII of the Civil Rights Act of 1964, as amended; the The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended; The Immigration Reform and Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967 (including the Older 1967, as amended; The Workers Benefit Protection Adjustment and Retraining Notification Act), as amended; the The Occupational Safety and Health Act, as amended; The National Labor Relations Act; The Xxxxxxxx-Xxxxx Act of 2002; Xx. Xxxxxx X. Sargeant May 20, 2014 Genetic Information Nondiscrimination Act of 2008; Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the The Family and Medical Leave Act of 1993, as amended; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the The Fair Labor Standards Act, as amended; or their state or local counterpartsThe Consolidated Omnibus Budget Reconciliation Act, as amended; or under any The Virginia Human Rights Act - Va. Code § 2.2-3900 et seq.; Virginia Statutory Provisions Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim - Va. Code § 65.2-308(A) and (B); The Virginia Equal Pay Act - Va. Code § 40.1-28.6; Virginia Statutory Provisions Regarding Genetic Testing and Genetic Characteristics - Va. Code § 40.1-28.7:1; The Virginians With Disabilities Act - Va. Code § 51.5-1 et seq.; AIDS Testing Law - Va. Code Xxx. §32.1-36.1; Virginia Wage Payment and Hour Laws - Va. Code § 40.1-28.8 et seq. and Va. Code § 40.1-29; Virginia Occupational Safety and Health (VOSH) Law - Va. Code § 40.1-49.3 et seq.; Any other federal, state or local civil or human rights law, law or under any other local, state or federal law, regulation or ordinance; or under any Any public policy, contract or contract, tort, or under common law; Any claim for costs, fees, or arising under other expenses including attorneys’ fees; The Alexandria Human Rights Ordinance; The Arlington County Human Rights Ordinance; Any other federal, state or local civil or human rights law or any policiesother local, practices state or procedures federal law, regulation or ordinance; Any public policy, contract, tort, or common law; Any claim for costs, fees, or other expenses including attorneys’ fees. You intend this release to fully discharge the Releasees to the maximum extent permitted by law. (b) You acknowledge that you are releasing unknown claims. (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 federal 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 by filing a lawsuit in any local, state or federal court for or on account of anything which has occurred up to the present time as a result of your employment, and you shall not seek reinstatement with, or damages of any nature, severance, incentive or retention pay, attorney's fees, or costs from the Company or any of its subsidiaries the other Releasees; provided, however, that nothing in this Section 4 shall be deemed to release the Company from any claims that you may have (i) under this Retirement Agreement, (ii) for indemnification pursuant to and in accordance with applicable statutes and the by-laws of the Company, (iii) vested retirement benefits under the terms of qualified employee pension or affiliates; defined contribution benefit plans, or any claim for wrongful discharge(iv) accrued but unpaid wages. Nothing Xx. Xxxxxx X. Sargeant May 20, breach of contract, infliction of emotional distress 2014 in this Retirement Agreement shall be construed to prohibit you from filing a charge or defamation; or any claim for costs, fees or other expensescomplaint, including attorneys’ fees incurred a challenge to the validity of this Retirement Agreement, with the Equal Employment Opportunity Commission or participating in these mattersany investigation or proceeding conducted by the Equal Employment Opportunity Commission. (e) You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the federal Age Discrimination in Employment Act of 1967, as amended (the “ADEA”). The foregoing You also acknowledge that the consideration given in paragraphs 2(a), 2(b) and 2(c) hereof is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised by this Retirement Agreement, as required by the ADEA, that: (a) your waiver and release will do not apply to any rights or claims that may arise after the execution date of this Retirement Agreement; (b) you have been advised hereby to consult with an attorney prior to executing this Retirement Agreement; (c) you have twenty-one (21) days to consider this Retirement Agreement (although you may choose to voluntarily execute this Retirement Agreement earlier); and (d) you have that cannot seven (7) days following the execution of this Retirement Agreement to revoke this Retirement Agreement. Any revocation within this period must be waived as a matter of applicable law. b. You acknowledge and agree thatsubmitted, in writing, to Xxxxxxx Xxxxxxxxxx, Senior Vice President of Human Resources, 000 Xxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX 00000, and state, “I hereby revoke my acceptance of our letter agreement dated as of May __, 2014, and the event that you (i) file any charge, claim, demand, action release contained therein.” The revocation must be delivered to and received by the Senior Vice President of Human Resources or arbitration with regard to your employment with the Company, compensation and benefitsher designee, or termination of employment under any federal, state or local law, mailed to Xxxxxxx Xxxxxxxxxx and postmarked within seven (ii7) challenge the validity calendar days after execution of this Retirement Agreement, (iii) breach any of . This Retirement Agreement shall not become effective or enforceable until the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission revocation period has expired (the “SECEffective Date) or its Office ). If the last day of the Whistleblowerrevocation period is a Saturday, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement toSunday, or from cooperating with legal holiday in Virginia, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entitylegal holiday. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Retirement Agreement (Avalonbay Communities Inc)

Release of Claims. a. In exchange for the good and valuable consideration set forth above, Employee, on behalf of the Severance and for other valuable considerationhimself, you hereby knowingly and voluntarily release and forever discharge the Companyhis heirs, its subsidiaries and affiliatesexecutors, their respective successorsadministrators, predecessors and assigns, agrees to release, waive and discharge Company, Asset Acceptance Capital Corp. (“AACC”) and each of their respective its predecessors, successors, affiliates, subsidiaries, and current or former officers, directors, employees, representatives agents, attorneys, insurance providers and agents (collectively, the “Released Parties”) assigns from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claimsrights, demandscharges, suits, damages, debts, compensatory damagesjudgments, liquidated damagesobligations, punitive or exemplary damagesgrievances, other damages, claims for costs and attorneys’ fees, or and any and all other liabilities of any nature whatsoever nature, whether in law and or in equity, both past and present (through the Release Date) and whether known or unknown, suspectedseen or unforeseen, or claimed against any of the Released Parties that you may haveincluding, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim but not limited to: a. claims arising under the following statues (each, as amended): Title VII of the Civil Rights Act of 19641964 (as amended); the Civil Rights Act of 1991; Section 1981 of the Civil Rights Act of 1866; the Family and Medical Leave Act; the Americans With Disabilities Act; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act)1967, as amended; the Equal Pay Act of 1963Michigan Xxxxxxx-Xxxxxx Civil Rights Act; the Americans with Michigan Persons With Disabilities Act of 1990Civil Rights Act; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Michigan Xxxxxxx-Xxxxxxxx Employee Right to Know Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under and/or any other federal, state state, local, or municipal statute; and/or b. claims arising out of any other federal, state, or local civil statute, law, constitution, ordinance or human rights regulation; and/or c. any other claim whatsoever including, but not limited to, claims relating to implied or express employment contracts; public policy; tort; retaliatory discharge; negligent hiring, retention, or supervision; defamation; wrongful discharge; intentional infliction of emotional distress; invasion of privacy; intentional interference with contract; intentional interference with business relations; negligence; detrimental reliance; loss of consortium; promissory estoppel; personal injury; common law; compensatory or punitive damages; back pay; claims relating to legal restrictions on the Company’s right to terminate employees or pursuant to any other claim whatsoever, arising out of or relating to Employee’s employment with Company and/or any other occurrence prior to the date Employee signs this Agreement. However, it is agreed and understood that this waiver and release does not apply to claims which arise after the date this Agreement becomes effective, claims which Employee cannot waive by law, or under claims for breach of this Agreement. It is expressly understood that this Agreement constitutes a full and final settlement, except as indicated above, of any other localand all claims for damages, state or federal law, regulation or ordinance; or under any public policy, contract or tortliquidated damages, or under common law; or arising under any policiesfringe benefits, practices or procedures of the Company or any of its subsidiaries or affiliates; or including but not limited to, any claim for wrongful dischargesalary, breach of contractwages, infliction of emotional distress or defamation; or any claim for costsbonus, fees pay continuation, severance benefits, vacation pay, or other expensesbenefits, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge without limitation short-term and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and selflong-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC term disability benefits or any other such governmental entity amounts to which Employee was or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become will be entitled to from the SEC or any other governmental entityCompany. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Release and Settlement Agreement (Asset Acceptance Capital Corp)

Release of Claims. a. In consideration of the Severance Benefits, which you acknowledge you would not otherwise be entitled to receive, you, on behalf of yourself, your heirs, executors, administrators, agents, servants, representatives, successors and for other valuable considerationassigns (collectively “Executive Parties”), you separately and collectively, hereby knowingly and voluntarily release and forever discharge the CompanyCompany and its past, its subsidiaries present and affiliatesfuture directors, their respective successorsmanagers, predecessors and assigns, and each of their respective officers, directors, employees, agents, principals, servants, attorneys, successors, predecessors, and/or assigns and/or any subsidiary, parent or affiliated corporation, partnership or other entity, and their respective legal representatives and agents insurers (collectively “Company Parties”), separately and collectively, the “Released Parties”) of and from any and all claimsdebts, suits, controversiesdemands, actions, causes of action, cross-claimssuits, counter-claimsequities, demandscosts, debtsattorneys fees, compensatory accounts, covenants, contracts, agreements, obligations, damages, liquidated damages, punitive or exemplary damages, other damages, liabilities and claims for costs of every name and attorneys’ fees, or liabilities of any nature whatsoever both in law and or in equityequity which the Executive Parties, both past and present (through separately or collectively, now have or have ever had from the Release Date) and beginning of this world to the date of your execution of this letter agreement, against the Company Parties, whether known or unknownnot now known, suspected, suspected or claimed against any of the Released Parties that you may haveclaimed, which relate to or arise out of any subject, matter or are connected with thing, including but not limited to (a) your employment, or termination of employment, employment with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or the conclusion thereof (including any vested equity-equivalent in the Company (collectively, “Claims”claim for retaliation), (b) any common law claims, including without limitation any Claim arising under but not limited to, actions in tort, defamation, breach of contract, breach of the following statues covenant of good faith and fair dealing, violation of public policy and/or infliction of emotional distress, (eachc) 42 U.S.C. §1981; 42 U.S.C. § 2000e, as amended): the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Fair Labor Standards Act, all Civil Rights Acts (including but not limited to Title VII of the Civil Rights Act of 1964; ), the Civil Rights Employee Retirement Income Security Act of 1991; the Age Discrimination in Employment Act of 1967 (including 1974, the Older Workers Workers' Benefit Protection Act); the Equal Pay Act of 1963; , the Americans with Disabilities Act, the Rehabilitation Act of 1990; 1973, the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or factsImmigration Reform Control Act, the releases given herein shall be Immigration and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.Nationality

Appears in 1 contract

Samples: Employment Agreement (NeuroBo Pharmaceuticals, Inc.)

Release of Claims. a. In consideration of the Severance and for other valuable consideration, you hereby knowingly and The Executive voluntarily release releases and forever discharge discharges the CompanyCompany and each of its predecessors, its subsidiaries and affiliates, their respective successors, predecessors and assigns, and each of their respective officerscurrent and former members, partners, directors, officers, employees, representatives representatives, attorneys, agents, and agents all persons acting by, through, under or in concert with any of the foregoing (collectively, any and all of whom or which are hereinafter referred to as the “Released PartiesReleasees) ), from any and all charges, complaints, claims, suitsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, cross-claimssuits, counter-claimsrights, demands, debtscosts, compensatory damageslosses, liquidated damagesdebts and expenses (including attorney’s fees and costs actually incurred), punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equitywhatsoever, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”)) that the Executive now has, including owns or holds, or claims to have, own, or hold, or that he at any time had, owned, or held, or claimed to have had, owned, or held against any Releasee. This general release of Claims includes, without limitation any Claim arising implication of limitation, the release of all Claims: • relating to the Executive’s employment by and termination from 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 age discrimination or retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; the Civil Rights Act 1964 and Claims of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Actdiscrimination or retaliation under state law); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federalfederal or state statute, state to the fullest extent that Claims may be released; • of defamation or local civil or human rights law, or under any other local, state or federal law, regulation or ordinancetorts; or under any • of violation of public policy; • for salary, contract or tortbonuses, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC vacation pay or any other such governmental entity compensation or self-regulatory organization, benefits; and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award damages or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware remedies of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunderattorney’s fees. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation Agreement (Progress Software Corp /Ma)

Release of Claims. a. In consideration of exchange for the Severance promises and for other valuable considerationcovenants set forth herein, you the Employee hereby knowingly and voluntarily release releases, acquits, and forever discharge discharges the Company, its subsidiaries parents and affiliates, their respective successors, predecessors and assignssubsidiaries, and each of their respective officers, directors, agents, servants, employees, representatives attorneys, shareholders, partners, successors, assigns, affiliates, customers, and agents (collectively, the “Released Parties”) clients of and from any and all claimsclaims liabilities, suits, controversies, actionsdemands, causes of action, cross-claimscosts, counter-claimsexpenses, demandsattorneys' fees, debts, compensatory damages, liquidated damagesindemnities and obligations of every kind and nature, punitive or exemplary damagesin law, other damages, claims for costs and attorneys’ feesequity, or liabilities of any nature whatsoever in law otherwise, known and in equity, both past and present (through the Release Date) and whether known or unknown, suspectedsuspected and unsuspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company disclosed and undisclosed (collectively, “Claims”), (including without limitation but not limited to any Claim arising under federal, state or local law or cause of action including, but not limited to, the following statues (eachNational Labor Relations Act, as amended): Title VII of the Civil Rights Act of 1964; , as amended, the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; , the Americans with Disabilities Act of 1990; With Disability Act, as amended, the Federal Family and Medical Leave Act of 1993; , as amended, the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Vietnam Era Veterans Readjustment Assistance Act of 1974, and state and local laws, any allegation of wrongful termination and any claim arising out of the Constitution of the State of Nevada; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures wrongful discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the Company or any implied covenant of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge good faith and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreementfair dealing), but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance only to the extent not yet paid. c. You have that such Claims directly or indirectly arise out of or are in any way connected with: (a) the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office Company’s employment of the WhistleblowerEmployee, (b) the termination of that employment, (c) the Employee’s tenure as well a member of the Board; (d) the Company’s performance of its obligations as certain other governmental entities and self-regulatory organizations. As suchthe Employee’s former employer; (e) claims or demands related to salary, nothing in this Agreement is intended to prohibit you from disclosing this Agreement tobonuses, commissions, (f) vacation pay, fringe benefits, expense reimbursements, severance pay, or from cooperating with any form of compensation, or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying (g) repayment of loans made by Employee to the Company. The Employee agrees to indemnify and hold the Company may not retaliate against you for and its shareholders, directors, officers, agents and employees harmless from any liabilities, debts, demands, causes of these activitiesaction, and nothing in this Agreement requires you to waive any monetary award injuries, costs, attorneys' fees or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware damages of any claim by you other than kind arising out of the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims Employee’s action or facts in addition to inactions, whether negligent or different than those that you now know or believe to exist otherwise, with respect to to, or in connection with this Separation Agreement or the subject matter of this Agreement and that, if known or suspected at the time of entering into this Employment Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Employment Separation and Severance Agreement (Golden Phoenix Minerals Inc)

Release of Claims. a. In consideration of the Severance (a) For good and for other valuable consideration, you including the Company’s agreement to provide the consideration set forth in Section 2 of the Separation Agreement (and any portion thereof), Executive hereby knowingly forever releases, discharges and voluntarily release and forever discharge acquits the Company, its present and former subsidiaries and other affiliates, their respective successors, predecessors and assigns, and each of their the foregoing entities’ respective officerspast, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and agents representative capacities, as well as all employee benefit plans maintained by the Company or any of its affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Confirming Released Parties”) ), from liability for, and Executive hereby waives, any and all claims, suitsdamages, controversies, actions, or causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities action of any nature whatsoever in law and in equitykind related to Executive’s employment with any Confirming Released Party, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any termination of the Released Parties that you may have, which arise out of or are connected with your such employment, or termination ownership of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectivelyand any other acts or omissions related to any matter on or prior to the time that Executive executes this Confirming Release, “Claims”)whether arising under federal or state laws or the laws of any other jurisdiction, including without limitation (i) any Claim arising under the following statues alleged violation through such date of: (eachA) any federal, as amended): Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act); , Title VII of the Equal Pay Civil Rights Act of 1963; 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, and the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under (G) any other federal, state or local civil or human rights wage and hour law; (H) the Securities Act of 1933; (I) the Securities Exchange Act of 1934; (J) the Investment Advisers Act of 1940; (K) the Investment Company Act of 1940; (L) the Private Securities Litigation Reform Act of 1995; (M) the Xxxxxxxx-Xxxxx Act of 2002; (N) the Wall Street Reform and Consumer Protection Act of 2010; (O) the Virginians with Disabilities Act, or under the Virginia Human Rights Act, the Virginia Equal Pay Act, the Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act, the Virginia Minimum Wage Act, the Virginia Payment of Wage Law, the Virginia Right to Work Law; (P) any applicable state employment and securities laws; (Q) any other local, state or federal law, regulation regulation, ordinance or ordinanceorders which may have afforded any legal or equitable causes of action of any nature; or under (R) any public policy, contract or contract, tort, or under common law; law claim or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful dischargedefamation, breach emotional distress, fraud or misrepresentation of contract, infliction of emotional distress or defamationany kind; or (ii) any claim allegation for costs, fees fees, or other expenses, expenses including attorneys’ fees incurred in these matters. The foregoing release will not apply to in, or with respect to, a Further Released Claim; (iii) any rights you and all rights, benefits, or claims Executive may have under any employment contract (including the Severance Agreement), incentive or compensation plan or agreement or under any other benefit plan, program or practice; and (iv) any claim for compensation, damages or benefits of any kind not expressly set forth in the Separation Agreement (collectively, the “Further Released Claims”). This Confirming Release is not intended to indicate that cannot be waived as a matter any such claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that any and all potential claims of applicable lawthis nature that Executive may have against any of the Confirming Released Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES. b. You acknowledge and agree that, in (b) In no event shall the event that you Further Released Claims include (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local lawclaim that arises after Executive signs this Confirming Release, (ii) any claim to vested benefits under an employee benefit plan that is subject to ERISA or (iii) any claim to indemnification under the Indemnification Agreement that arises after Executive signs this Confirming Release. Further notwithstanding this release of liability, nothing in this Confirming Release prevents Executive from filing any non-legally waivable claim (including a challenge to the validity of this AgreementConfirming Release) with any Governmental Agencies or participating in any investigation or proceeding conducted by any Governmental Agency or cooperating with such an agency or providing documents or other information to a Governmental Agency; however, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines Executive understands and agrees that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law permitted by law, Executive is waiving any and all rights to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive recover any monetary award or other payment that you might become entitled to personal relief from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise a Confirming Released Party as a result of such different Governmental Agency proceeding or additional claims or factssubsequent legal actions. You agree that Further notwithstanding this Agreement will remain in effect as a general releaserelease of liability, notwithstanding any additional or different facts you may discover about the Claims that are released nothing in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Confirming Release limits Executive’s employmentright to receive an award for information provided to a Governmental Agency.

Appears in 1 contract

Samples: Separation and Release Agreement (Comscore, Inc.)

Release of Claims. a. In exchange for the payments and other consideration of the Severance and for other valuable considerationunder this Agreement to which you would not otherwise be entitled, you hereby knowingly and voluntarily release release, acquit and forever discharge the Company, its subsidiaries parents and affiliates, their respective successors, predecessors and assignssubsidiaries, and each of its and their respective officers, directors, agents, servants, employees, representatives attorneys, shareholders, successors, assigns and agents (collectivelyaffiliates, the “Released Parties”) of and from any and all claims, suitsliabilities, controversies, actionsdemands, causes of action, cross-claimscosts, counter-claimsexpenses, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities damages, indemnities and obligations of any nature whatsoever every kind and nature, in law and in law, equity, both past or otherwise, known and present (through the Release Date) and whether known or unknown, suspectedsuspected and unsuspected, or claimed against any of the Released Parties that you may havedisclosed and undisclosed, which arise arising out of or are in any way related to agreements, events, acts or conduct at any time prior to and including the execution date hereof, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with your employment, or termination of employment, employment with the Company other than those or the termination of that arise out of employment; claims or are demands related to your rights or status as an owner of vested equity salary, bonuses, commissions, stock, stock options, or any vested equity-equivalent other ownership interests in the Company (collectivelyCompany, “Claims”)vacation pay, including without limitation fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any Claim arising under other form of compensation; claims pursuant to any federal, state, local law, statute or cause of action including, but not limited to, the following statues (each, as amended): Title VII of the federal Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the federal Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act)1967, as amended; the Equal Pay Act of 1963; the federal Americans with Disabilities Act of 1990; the Family California Fair Employment and Medical Leave Act Housing Act, as amended; California Labor Code section 132a, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; harassment; emotional distress; and breach of 1993; the Worker Adjustment Retraining implied covenant of good faith and Notification Act; the Employee Retirement Income Security Act fair dealing. You represent that you have no lawsuits, claims or actions pending in your name or on behalf of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federalperson or entity, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of against the Company or any of its subsidiaries other person or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing entity subject to the release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained granted in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or factsparagraph. You agree that in the event you bring a claim covered by this release in which you seek damages against the Company or in the event you seek to recover against the Company in any claim brought by a governmental agency on your behalf, this Agreement will remain in effect shall serve as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby complete defense to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunderclaims. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation Agreement (Pharsight Corp)

Release of Claims. a. (a) In consideration of the Severance mutual agreements and for other valuable considerationcovenants herein contained, you hereby by signing this Agreement, Xxxx knowingly and voluntarily release releases and forever discharge discharges the CompanyCompany and its parent corporation, its subsidiaries and affiliates, their respective successorssubsidiaries, predecessors divisions, predecessors, insurers, successors and assigns, and each of their respective current and former employees, attorneys, officers, directors, employees, representatives directors and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively, collectively referred to throughout the remainder of this Agreement as “Released Parties”) ), of and from any and all claims, suitsknown and unknown, controversiesasserted or unasserted, actionswhich Xxxx has or may have against the Company as of the date of execution of this Agreement, causes including, but not limited to, any alleged violation of action, cross-(i) any claims, counter-whether statutory, common law, or otherwise, arising out of the terms or conditions of his employment at the Company; (ii) any claims, demandswhether statutory, debtscommon law, compensatory damagesor otherwise, liquidated damages, punitive or exemplary damages, other damages, arising out of the facts and circumstances of his employment and the termination of his employment at the Company; (iii) any claims for costs breach of contract, quantum meruit, unjust enrichment, breach of oral promise, tortuous interference with business relations, injurious falsehood, defamation, negligent or intentional infliction of emotional distress, invasion of privacy, and any other common law contract and tort claims; (iv) any claims for unpaid or lost benefits or salary, bonus, vacation pay, severance pay, or other compensation; (v) any claims for attorneys’ fees, or liabilities of any nature whatsoever in law and in equitycosts, both past and present (through the Release Date) and whether known or unknown, suspecteddisbursements, or claimed against other expenses; (vi) any claims for damages or personal injury; (vii) any claims of the Released Parties that you may haveemployment discrimination, which arise out of harassment or are connected with your employmentretaliation, whether based on federal, state, or termination of employment, with the Company other than those that arise out of local law or are related to your rights judicial or status as an owner of vested equity or administrative decision; and (viii) any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim claims arising under the following statues (eachFair Labor Standards Act, as amended): 29 U.S.C.§ 201, et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et seq. (as amended); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Civil Rights Act of 1991, Pub. Law No. 102-166; the National Labor Relations Act, 29 U.S.C. § 151, et seq.; the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.; the Rehabilitation Act of 1973, 29 U.S.C. § 701, et seq.; the Age Discrimination in Employment Act of 1967 (including Act; the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment and Retraining and Notification Act; the Americans With Disabilities Act, 42 U.S.C. § 12101, et seq.; the Employee Retirement Income Security Act of 1974; , 29 U.S.C. §1001, et seq., the Fair Labor Standards Xxxxxxxx-Xxxxx Act of 2002, 18 U.S.C. §1514A, et seq., the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; or their state or local counterparts; or under , and/or any other federal, state or local civil statute, law, ordinance, regulation or human rights order, or the common law, or under any other localself-regulatory organization rule or regulation. The enumeration of specific rights, state or federal lawclaims, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures and causes of action being released should not be construed to limit the general scope of this Release. It is the intent of Xxxx and the Company that by this Release, Xxxx is giving up all rights, claims, and causes of actions against the Released Parties which accrued prior to the effective date hereof, whether or not he is aware of them and whether or not any damage or injury has yet occurred. This release does not include either Party’s right to enforce the terms of its subsidiaries this Agreement. In connection with this release provision, Xxxx does not waive his right to file a charge or affiliates; or participate in any claim for wrongful discharge, breach proceeding of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local governmental agency, including the Equal Employment Opportunity Commission, the National Labor Relations Board, and the Securities and Exchange Commission. To the extent permitted by law, Xxxx agrees that if such a claim is made, Xxxx shall not be entitled to recover any individual monetary relief or other individual remedies should any administrative agency pursue any claim on his behalf. Nothing in this Agreement extinguishes any claims Xxxx may have: (i) against the Company for breach of this Agreement; (ii) challenge the validity of this Agreement, (iii) breach against any of the Restrictive Covenants or Released Parties for any of claims arising from events that occur following the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause Effective Date (as defined in the Employment Release Agreement); or (iii) related to the Company’s obligation, but excluding clauses (i) and (vii) if any, to indemnify Xxxx as an officer of the definition of Cause for purposes of such determination)Company, you will forfeit your entitlement to including under any directors’ and officers’ liability policy maintained by the Severance to the extent not yet paidCompany. c. You have (b) Additionally, on the right under federal law Retirement Date or within three (3) business days thereafter, Xxxx agrees to certain protections for cooperating execute and deliver a Release Agreement in the form attached as Exhibit A hereto containing a general release of claims co-extensive and substantially similar with or reporting legal violations the release set forth above to include a release of all claims through and including the Securities and Exchange Commission Retirement Date (the “SECRelease Agreement) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity). d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Retirement Agreement (Biodelivery Sciences International Inc)

Release of Claims. a. In consideration of the Severance (a) For good and for other valuable consideration, you including the Company’s agreement to provide the consideration set forth in Section 2 of the Separation Agreement (and any portion thereof), Executive hereby knowingly forever releases, discharges and voluntarily release and forever discharge acquits the Company, its present and former subsidiaries and other affiliates, their respective successors, predecessors and assigns, and each of their the foregoing entities’ respective officerspast, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and agents representative capacities, as well as all employee benefit plans maintained by the Company or any of its affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Confirming Released Parties”) ), from liability for, and Executive hereby waives, any and all claims, suitsdamages, controversies, actions, or causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities action of any nature whatsoever in law and in equitykind related to Executive’s employment with any Confirming Released Party, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any termination of the Released Parties that you may have, which arise out of or are connected with your such employment, or termination ownership of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectivelyand any other acts or omissions related to any matter on or prior to the date that Executive executes this Confirming Release, “Claims”)whether arising under federal or state laws or the laws of any other jurisdiction, including without limitation (i) any Claim arising under the following statues alleged violation through such date of: (eachA) any federal, as amended): Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act); , Title VII of the Equal Pay Civil Rights Act of 1963; 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, and the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under (G) any other federal, state or local civil or human rights wage and hour law; (H) the Securities Act of 1933; (I) the Securities Exchange Act of 1934; (J) the Investment Advisers Act of 1940; (K) the Investment Company Act of 1940; (L) the Private Securities Litigation Reform Act of 1995; (M) the Xxxxxxxx-Xxxxx Act of 2002; (N) the Wall Street Reform and Consumer Protection Act of 2010; (O) the New York State Human Rights Law, or the New York Labor Law, the New York Retaliatory Action By Employers Law, Section 125 of the New York Workers’ Compensation Law, Article 23-A of the New York Correction Law, the New York Civil Rights Law, the New York Wage-Hour Law, the New York Workers’ Compensation Law, the New York Wage Payment Law, the New York City Human Rights Law, the New York City Earned Sick Leave Law, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, the New Jersey Wage Payment Law, the New Jersey Wage and Hour Law, the New Jersey Equal Pay Act, and retaliation claims under the New Jersey Workers’ Compensation Law; (P) any applicable state employment and securities laws; (Q) any other local, state or federal law, regulation regulation, ordinance or ordinanceorders which may have afforded any legal or equitable causes of action of any nature; or under (R) any public policy, contract or contract, tort, or under common lawlaw claim or claim for defamation, emotional distress, fraud or misrepresentation of any kind; or (S) any claim, whether direct or derivative, arising under any policies, practices or procedures from being a shareholder of the Company or any of its subsidiaries or affiliatesother Released Party; or (ii) any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim allegation for costs, fees fees, or other expenses, expenses including attorneys’ fees incurred in these matters. The foregoing release will not apply to in, or with respect to, a Further Released Claim (as defined below); (iii) any rights you and all rights, benefits, or claims Executive may have under any employment contract (including the Severance Agreement), incentive or compensation plan or agreement or under any other benefit plan, program or practice; and (iv) any claim for compensation, damages or benefits of any kind not expressly set forth in the Separation Agreement (collectively, the “Further Released Claims”). This Confirming Release is not intended to indicate that cannot be waived as a matter any such claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that any and all potential claims of applicable lawthis nature that Executive may have against any of the Confirming Released Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES. b. You acknowledge and agree that, in (b) In no event shall the event that you Further Released Claims include (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefitsclaim that arises after Executive signs this Confirming Release, or termination of employment under any federal, state or local law, (ii) any claim to vested benefits under an employee benefit plan that is subject to ERISA. Further notwithstanding this release of liability, nothing in this Confirming Release prevents Executive from filing any non-legally waivable claim (including a challenge to the validity of this AgreementConfirming Release) with any Governmental Agencies or participating in any investigation or proceeding conducted by any Governmental Agency or cooperating with such an agency or providing documents or other information to a Governmental Agency; however, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines Executive understands and agrees that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law permitted by law, Executive is waiving any and all rights to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive recover any monetary award or other payment that you might become entitled to personal relief from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise a Confirming Released Party as a result of such different Governmental Agency proceeding or additional claims or factssubsequent legal actions. You agree that Further notwithstanding this Agreement will remain in effect as a general releaserelease of liability, notwithstanding any additional or different facts you may discover about the Claims that are released nothing in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Confirming Release limits Executive’s employmentright to receive an award for information provided to a Governmental Agency.

Appears in 1 contract

Samples: Separation and General Release Agreement (Comscore, Inc.)

Release of Claims. a. In consideration Except for the obligations of the Severance and for other valuable considerationCompany as stated in this Agreement, you hereby knowingly and the Executive agree, of the Executive’s own free will, to voluntarily release waive, release, and forever discharge the Company, its subsidiaries and parents, affiliates, their respective successors, predecessors and assignssubsidiaries, and each related business entities, and all of their respective past and present shareholders, officers, directors, owners, partners, attorneys, authorized representatives, employees, representatives agents, and agents their respective predecessors, successors, and assigns (collectively, the “Released PartiesReleasees”) from any and all claimsactions, suitslawsuits, controversies, actionsproceedings, causes of actionaction(s), cross-claims, counter-claims, demandscauses, debts, compensatory charges, complaints, judgments, damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs contracts and attorneys’ fees, or liabilities promises of any nature whatsoever in law and in equitykind, both past and present (through the Release Date) and whether known or unknown, suspectedwhich the Executive, the Executive’s heirs, executors, administrators, successors and assigns may have from all time in the past through the date of execution of this Agreement, including, but not limited to all matters or claimed against any claims relating to or arising out of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, Executive’s employment with the Company other than those that arise out or the termination of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company Executive’s employment with the Company, whether for tort (collectively, “Claims”including negligence), including without limitation breach of express or implied contract, intentional infliction of emotional distress, unpaid wages or other compensation, wrongful termination, defamation, libel or slander, or under any Claim arising under the following statues (eachfederal, state, or local law, as amended): , pertaining to discrimination based on age, race, sex, national origin, handicap, religion, disability, sexual orientation, gender identity or expression, or any other category protected under federal, state, or local law. This release of claims includes, but is not limited to, all claims arising under Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; , the Employee Retirement Income Security Act of 1974; , the Age Discrimination in Employment Act of 1967, the Older Workers’ Benefit Protection Act of 1990, the Americans With Disabilities Act, as amended, the Family Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Credit Reporting Act; or their state or local counterparts; or under any , the Federal False Claims Act, the Occupational Safety and Health Act, the Equal Pay Act, all as amended, and other federal, state, and local laws, statutes or ordinances; federal and state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinanceconstitutions; or under any public policy, contract or tort, or under the common law; and any other purported restriction on an employer’s right to terminate the employment of employees. The release contained herein is intended to be a general release of any and all claims to the fullest extent permissible by law. The Executive do not waive or arising under release any policies, practices or procedures claims which arise after the signing of this Agreement. The Executive acknowledge there might have been claims about which the Executive did not know and the Executive further expressly waive and assume the risk of any and all claims for damages which may exist as of the Company date of execution of this Agreement but which the Executive do not know of or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, whether of the Executive or any of its subsidiaries or affiliates; or any claim for wrongful dischargeother person, breach of contractand which, infliction of emotional distress or defamation; or any claim for costsif known, fees or other expenseswould materially affect the Executive’s decision to enter into this Agreement. Even knowing that, including attorneys’ fees incurred in these matters. The foregoing release will not apply the Executive agree to any rights you may have that cannot be waived as a matter of applicable lawexecute this Agreement. b. You acknowledge and agree that, in The Executive represent that the event that you (i) file any charge, claim, demand, action Executive have not filed or arbitration with regard permitted to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach be filed against any of the Restrictive Covenants Releasees, individually or collectively, any of lawsuit, complaint, charge, proceeding, or the covenants contained in this Agreement like, before any local, state, or federal agency, court, or other body (iv) the Company determines thateach, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determinationa “Proceeding”), you and the Executive covenant and agrees that the Executive will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for at any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may time hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement the Release and thatclaims released pursuant to the Release (including, if known or suspected at the time of entering into this Agreementwithout limitation, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against relating to the Company, its officers and directors that relate to events that occurred during termination of the period of Executive’s employment), except as may be necessary to enforce the Agreement, to seek a determination of the validity of the waiver of the Executive’s rights under the ADEA, or to initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any similar governmental agency. Nothing in this Release shall prohibit or impede the Executive from communicating, cooperating or filing a complaint on possible violations of U.S. federal, state or local law or regulation to or with any governmental agency or regulatory authority (collectively, a “Governmental Entity”), including, but not limited to, the SEC, EEOC, OSHA, or the NLRB, or from making other disclosures to any Governmental Entity that are protected under the whistleblower provisions of U.S. federal, state or local law or regulation, provided that in each case such communications and disclosures are consistent with applicable law and the Executive waive any right to recover or receive any monetary damages or other relief, including, but not limited to, back pay, front pay, and attorneys’ fees. c. The Executive understand and acknowledge that (a) an individual shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (b) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Moreover, the Executive shall not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance are the Executive authorized to disclose any information covered by the Company’s or its affiliates’ attorney-client privilege or attorney work product or the Company’s trade secrets without prior written consent of the Company’s Chief Executive Officer.

Appears in 1 contract

Samples: Executive Transition Services Agreement (Invitation Homes Inc.)

Release of Claims. a. In consideration of the Severance and for other valuable consideration, you hereby knowingly and You voluntarily release and forever discharge the Company, its subsidiaries the Bank and affiliatesall other Boston Private Entities, their respective successorspredecessors, predecessors successors and assigns, and each of their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, members, employees, representatives attorneys, accountants and agents of each of the foregoing in Xxxx X. Xxxxxxxx November 4, 2015 their official and personal capacities (collectively, collectively referred to as the “Released Parties”) generally from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknownunknown (“Claims”) that, suspectedas of the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Released Parties that you may haveParties. This release includes, which arise out without limitation, the release of all Claims: • relating to your employment by the Company and the Bank or are connected with your employment, or the termination of employmentyour employment in accordance with this Agreement; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal or state law (including, with the Company other than those that arise out without limitation, Claims of age discrimination or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim arising retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act1964 and any Claims based on M.G.L. c. 151B); • 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 compensation or benefits; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, that this release shall not affect (1) any rights to benefits to which you may entitled under any of the Equal Pay Act Company’s or the Bank’s “employee benefit plans,” as defined in Section 3(3) of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974Act, 29 U.S.C. § 1002(3), including without limitation the Company’s Section 401(k) plan; the Fair Labor Standards Act(2) your rights set forth in or specifically preserved under this Agreement; or their state (3) any rights that you would otherwise have to indemnification, defense or local counterparts; liability insurance coverage as a current or former employee and officer, including without limitation any indemnification, defense or liability insurance rights under any other federalCompany organizing document, state or local civil or human rights lawliability insurance policy, agreement, or under applicable law. You agree that you shall not seek or accept damages of any nature, other localequitable or legal remedies for your own benefit, state or federal law, regulation or ordinance; or under any public policy, contract or tortattorney’s fees, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach costs from any of the Restrictive Covenants or Released Parties with respect to any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are Claim released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition As a material inducement to or different than those that you now know or believe BPFH to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering enter into this Agreement, may you represent that you have materially affected this Agreement not assigned to any third party and your decision to enter into it. Nevertheless, you hereby waive have not filed with any right, claim agency or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding court any additional or different facts you may discover about the Claims that are Claim released in by this Agreement. You agree that it is your intention hereby to fullyXxxx X. Xxxxxxxx November 4, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.2015

Appears in 1 contract

Samples: Retirement Agreement (Boston Private Financial Holdings Inc)

Release of Claims. a. (a) In consideration of for, and as a condition to receiving the Severance benefits described in Section 2 hereof to which you are not otherwise entitled, and in consideration for other valuable considerationyour continued employment with the Company through the Separation Date, you hereby knowingly generally and voluntarily completely release the Company and forever discharge the Companyits directors, its subsidiaries and affiliates, their respective successors, predecessors and assigns, and each of their respective officers, directors, employees, representatives shareholders, partners, agents, attorneys, predecessors, successors, parent and agents subsidiary entities, insurers, affiliates, and assigns (collectively, the “Released PartiesParty”) from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs liabilities and attorneys’ fees, or liabilities of any nature whatsoever in law and in equityobligations, both past known and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to your rights or status as an owner of vested equity or any vested equity-equivalent in employment with the Company or the termination of that employment; (collectively2) all claims related to your compensation or benefits from the Company, “Claims”(other than accrued and unpaid compensation); (3) all claims for breach of contract, including wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including, without limitation any Claim limitation, claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including, without limitation, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the following statues (each, as amended): Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state state, or federal law, regulation or ordinance; . 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 any public policy, contract or tort, or under common law; or arising under unfair competition law of any policies, practices or procedures of jurisdiction with respect to your employment with the Company or the termination thereof. If, notwithstanding the above, you are awarded any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees money or other expensesrelief under such a claim, including attorneys’ fees incurred you hereby assign the money or other relief to the Company. Your waiver, release and promises specified in these matters. The foregoing release will this Section 6(a) do not apply to any rights or claims that may arise after the date you may have that sign this Agreement. (b) Excluded from this release are any claims which cannot be waived as by law in a matter private agreement between employer and employee, including but not limited to, the right to enforce this Agreement and recover for any breach of applicable law. b. You acknowledge it, and agree that, the right to file a charge with or participate in an investigation conducted by the event that you Equal Employment Opportunity Commission (i“EEOC”) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local lawfair employment practices agency. You waive, (ii) challenge however, any right to any monetary recovery or other relief should the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC EEOC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entityagency pursue a claim on your behalf. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation Agreement (YRC Worldwide Inc.)

Release of Claims. a. In consideration of the Severance and for other valuable consideration, you hereby knowingly and The Executive voluntarily release releases and forever discharge discharges the Company, its subsidiaries affiliated and affiliatesrelated entities (including without limitation BPFH and the Bank), their respective successorspredecessors, predecessors successors and assigns, their employee benefit plans and each fiduciaries of their respective such plans, and the current and former officers, directors, members, shareholders, employees, representatives attorneys, accountants and agents (collectively, the “Released Parties”) from of any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”)) that, including as of the date when the Executive signs this Agreement, the Executive has, ever had, claims to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation any Claim arising limitation, the release of all Claims: • relating to the Executive’s employment by the LLC and the termination of such employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Florida Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil city statute or human rights lawregulation; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, paid time off or under any other local, state compensation or federal law, regulation or ordinancebenefits; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim and • for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees damages or other expensesremedies of any sort, including attorneys’ fees incurred in these matters. The foregoing including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release will shall not apply to any affect the Executive’s rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local lawSection 401(k) plan, (ii) challenge under the validity Asset Purchase Agreement (“APA”) by and among the Bank, the Company and Banyan Partners, LLC dated as of this AgreementJuly 15, 2014, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or to indemnification, advancement and/or directors and officers insurance coverage, (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company under any equity awards pursuant to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses or (iv) and (vii) under the Employment Agreement. The Executive agrees that he shall not seek or accept damages of any nature, other equitable or legal remedies for his own benefit, attorney’s fees, or costs from any of the definition of Cause for purposes of such determination), you will forfeit your entitlement Releasees with respect to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are Claim released by this Agreement. You acknowledge He further represents that you may hereafter discover claims he has not assigned to any third party and he has not filed with any agency or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into court any Claim released by this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Employment Agreement (Boston Private Financial Holdings Inc)

Release of Claims. a. (a) In consideration of exchange for the Severance and for other valuable considerationCompany’s providing Bronsther with the Separation Benefits described in Section 2 above, you hereby knowingly and voluntarily release Bronsther releases and forever discharge discharges the Company, as well as its subsidiaries and parent companies, affiliates, subsidiaries, divisions, officers, directors, stockholders, employees, agents, representatives, attorneys, and their respective successors, predecessors and assigns, heirs, executors and each of their respective officers, directors, employees, representatives and agents administrators (collectively, the “Released Company Parties”) ), from any and all claims, suitsdemands, controversies, actions, and causes of actionaction of every kind and nature, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the Release Date) and whether known or unknown, suspecteddirect or indirect, accrued, contingent or claimed against any of the Released Parties that you may havepotential, which arise Bronsther ever had or now has arising out of or are connected with your employment, or termination of employment, related to his employment with the Company other than those and the termination thereof (except where and to the extent that arise out such a release is expressly prohibited or made void by law). The release includes, without limitation, Bronsther’s release of the Company Parties from any claims for lost wages or are related to your rights or status as an owner of vested equity benefits, compensatory damages, punitive damages, attorneys’ fees and costs, equitable relief or any vested equity-equivalent other form of damages or relief. In addition, this release is meant to release Company Parties from all common law claims, including claims in contract or tort, including, without limitation, claims for breach of contract, wrongful or constructive discharge, intentional or negligent infliction of emotional distress, misrepresentation, tortious interference with contract or prospective economic advantage, invasion of privacy, defamation, negligence or breach of any covenant of good faith and fair dealing. Bronsther also specifically and forever releases the Company Parties (collectivelyexcept where and to the extent that such a release is expressly prohibited or made void by law) from any claims under federal, “Claims”)state or local law based on unlawful employment discrimination, harassment, or retaliation, including without limitation any Claim arising under the following statues (eachbut not limited to, as amended): claims for violation of Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; , the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; 1967, the Americans with Disabilities Act of 1990; Act, the Genetic Information and Discrimination Act, the Family and Medical Leave Act of 1993; Act, and any state laws prohibiting discrimination, harassment and/or retaliation. (b) Bronsther hereby acknowledges that this release applies both to known and unknown claims that may exist between Bronsther and the Worker Adjustment Retraining Company Parties. Bronsther expressly waives and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their relinquishes all rights and benefits which he may have under any state or local counterparts; federal statute or under common law principle that would otherwise limit the effect of this Agreement to claims known or suspected prior to the date he executes this Agreement, and does so understanding and acknowledging the significance and consequences of such specific waiver. In addition, Bronsther hereby expressly understands and acknowledges that it is possible that unknown losses or claims exist or that present losses may have been underestimated in amount or severity, and he explicitly took that into account in giving this release. (c) Unless prohibited by applicable law or regulation, Bronsther further agrees not to hereafter, directly or indirectly, xxx, assist in or be a voluntary party to any other federallitigation against the Company or any one or more of the Company Parties for any claims relating to events occurring prior to or simultaneously with the execution of this Agreement. Notwithstanding the foregoing, nothing in this Agreement prohibits Bronsther from filing a charge with, or participating in any investigation or proceeding conducted by, the U.S. Equal Employment Opportunity Commission or a comparable state or local civil federal fair employment practices agency; provided, however, that this Agreement fully and finally resolves all monetary matters between Bronsther and the Company Parties, and by signing this Agreement, Bronsther acknowledges that he is waiving any right to monetary damages, attorneys’ fees and/or costs related to or human rights lawarising from any such charge, complaint or under lawsuit filed by Bronsther or on Bronsther’s behalf, individually or collectively. (d) Bronsther agrees and acknowledges that he has no cause to believe that any other violation of any local, state or federal law, regulation law that has occurred with respect to his employment or ordinance; or under separation of employment from the Company. Nothing in this Agreement extinguishes any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of claims Bronsther may have against the Company for breach of this Agreement or any claims arising from events that occur following the effective date of its subsidiaries or affiliates; or any claim for wrongful dischargethis Agreement. (e) The parties hereby acknowledge and agree, breach notwithstanding anything contained herein to the contrary, that the provisions of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will this Section 5 shall not apply to any rights you claims that may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement arise pursuant to the Severance to the extent not yet paidConsulting Agreement. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation and Release Agreement (MetaStat, Inc.)

Release of Claims. a. In consideration of the Severance A. For good and for other valuable consideration, you including the Company’s provision of a severance payment and benefits as set forth in Sections 1, 2, and 3 of the Separation Agreement, Executive hereby knowingly releases and voluntarily release and forever discharge discharges the Company, its subsidiaries and affiliates, their respective successors, predecessors and assigns, the Partnership (as defined in the Separation Agreement) and each of their affiliates, subsidiaries, partners, members, predecessors, successors or assigns, along with their respective owners, partners, officers, directors, members, employees, representatives agents, attorneys, successors, administrators and agents insurers (collectively, collectively the “Released Parties”) ), from any and all claims, suitsdemands, controversies, actions, liabilities and causes of action, cross-claimswhether statutory or common law, counter-claimsrelating to any matter occurring on or prior to the date that Executive executed this Agreement, demandswhich are now known, debtsor reasonably should be known, compensatory to Executive, including, but not limited to, any claims for salary, benefits, payments, expenses, costs, damages, liquidated damagespenalties, punitive or exemplary damagescompensation, other damagesremuneration, claims for costs and attorneys’ feeswages, or liabilities of any nature whatsoever in law and in equity, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”), contractual entitlements including without limitation any Claim arising under alleged violations of;: (i) the following statues (eachAge Discrimination in Employment Act of 1967, as amended): amended (including the Older Workers’ Benefits Protection Act); (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the Age Discrimination in Employment United States Code, as amended; (v) the Employee Retirement Income Security Act of 1967 1974, as amended (including the Older Workers Benefit Protection Act“ERISA”); (vi) the Equal Pay Act of 1963Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their (xi) any state or local counterpartsfederal anti-discrimination law; or under (xii) any other federal, state or local civil or human rights federal wage and hour law, or under ; (xiii) any other local, state or federal law, regulation or ordinance; or under (xiv) any public policy, contract or contract, tort, or under common lawlaw claim; or arising under (xv) any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim allegation for costs, fees fees, or other expenses, expenses including attorneys’ fees incurred in these matters. The foregoing the matters referenced herein; and (xvi) any and all claims Executive may have arising out of, or as the result of any breach of, any employment agreement, or any other contract, incentive compensation plan or agreement, unit subscription agreement, or stock option plan or agreement with the Company or Released Parties (collectively, the “Released Claims”); provided, however, that this release will does not apply to any rights you the Company’s obligations to Executive that may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you arise under: (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, Separation Agreement; (ii) challenge to the validity of this Agreementextent applicable, (iii) breach any of the Restrictive Covenants or any of restricted share award agreements and the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause LTIP (as defined in the Employment Separation Agreement) as a result of Executive’s continuing ownership of the restricted shares specifically identified in Section 3 of the Separation Agreement and any vested stock options; (iii) any rights of defense or indemnification which would be otherwise afforded to the Executive under the Certificate of Incorporation, By-Laws or similar governing documents of the Company or its subsidiaries or any written indemnification agreement by and between the Company and the Executive; (iv) any rights of defense or indemnification which would be otherwise afforded to the Executive under any liability or other insurance policy maintained by the Company; (v) any rights of the Executive under any applicable health, medical and dental programs; and (vi) such other rights or claims as may arise after the date of this Agreement. This Release is not intended to indicate that any Released Claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for the consideration provided pursuant to the Separation Agreement, but excluding clauses (i) any and (vii) all potential claims of this nature that Executive may have against the definition Released Parties, regardless of Cause for purposes of such determination)whether they actually exist, you will forfeit your entitlement to the Severance to the extent not yet paidare expressly settled, compromised or waived. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office B. Notwithstanding this release of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As suchliability, nothing in this Agreement is intended Release prevents Executive from filing any non-legally waivable claim, including a challenge to prohibit you from disclosing the validity of this Agreement toRelease with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency, or from cooperating with participating in any investigation or reporting violations toproceeding conducted by the EEOC or comparable state or local agency; however, the SEC or Executive understands and agrees that Executive is waiving any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you all rights to waive recover any monetary award or other payment that you might become entitled to from the SEC personal relief or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise recovery as a result of such different EEOC or additional claims comparable state or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional local agency proceeding or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Companysubsequent legal actions. Further, it in no event shall the Released Claims include any claim which arises after the date this Release is expressly understood that notwithstanding the discovery or existence of executed by Executive, including any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect claim to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of enforce Executive’s employmentrights under the Separation Agreement.

Appears in 1 contract

Samples: Separation Agreement (Cobalt International Energy, Inc.)

Release of Claims. a. In consideration exchange for the payment to Employee of the Severance consideration detailed in this Agreement, Employee, for and for other valuable considerationon behalf of Employee and Employee’s heirs, you hereby knowingly and voluntarily release and forever discharge the Companyadministrators, its subsidiaries and affiliatesexecutors, their respective successors, predecessors and assigns, does hereby fully, forever, irrevocably and each of their respective unconditionally release and discharge NSM, including its past and present officers, directors, partners, members, parents, subsidiaries, divisions, affiliates, agents, employees, representatives shareholders, representatives, attorneys, successors, assigns, and agents all persons acting by, through, under, or in concert with them (collectivelyhereinafter collectively referred to as “Releasees”), for anything that has occurred up to the “Released Parties”) from date of execution of this Agreement, including but not limited to, any and all claims, suits, controversies, actions, causes claims resulting from Employee’s employment with NSM and any and all claims relating to the administration or terms of action, cross-claims, counter-any employment or benefit plan or contract. This includes all claims, demands, debtsrights, compensatory damagesliabilities, liquidated damagesand causes of action of every nature and description whatsoever, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the Release Date) and whether known or unknown, suspectedwhether in tort, contract, statute, rule, ordinance, order, regulation, or claimed against otherwise, including, without limitation, any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim claims arising under the following statues (each, as amended): or based upon Title VII of the Civil Rights Act of 1964Act, as amended; the Civil Rights Act of 1991, as amended; Section 1981 of U.S.C. Title 42; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990Act, as amended; the Family and Medical Leave Act of 1993Act, as amended; the Worker Adjustment Retraining and Notification 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 19742002, as amended; the Fair Worker Adjustment and Retraining Notification Act, as amended; the Uniform Service Employment and Reemployment Rights Act, as amended; the Texas Labor Standards 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 their Local anti-discrimination statute, wage and hour statute, leave statute, equal pay statute and whistleblower statute; any federal or state or local counterpartsconstitutions; or under any other and all claims pursuant to federal, state or local civil or human rights law, or under any other local, state or federal law, regulation statute or ordinance; or under any public policyand all claims pursuant to contract, contract quasi contract, common law or tort; and claims that are known or unknown, suspected or unsuspected, concealed or hidden, or under common law; whether developed or arising under any policiesundeveloped, practices or procedures up through the date of the Company or any Employee’s execution of its subsidiaries or affiliates; or this Agreement. Employee does not release any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that which cannot be waived released by private agreement, such as a matter unemployment compensation claims, workers’ compensation claims, claims of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard entitlement to your employment with the Company, compensation and benefits, or termination of employment vested benefits under any federal401(k) plan or other ERISA-covered benefit plan provided by NSM, claims after the Effective Date of this Agreement, and the right to file administrative charges with government agencies. 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 Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Health and Safety Administration, Securities and Exchange Commission, the 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 any 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 class action under the Fair Labor Standards Act or similar or state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company and Employee agrees to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and selfopt-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence out of any such additional collective or different claims class action against NSM, to which Employee may be or facts, the releases given herein shall be and remain in effect as become a full and complete release with respect to all Claims released hereunderparty or class member. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation Agreement (Nationstar Mortgage Holdings Inc.)

Release of Claims. a. In As partial consideration of for the Severance and for other valuable considerationbenefit provided under Section 3(b) hereof, you Executive hereby knowingly and voluntarily release and forever discharge releases the Company, its subsidiaries and affiliatesAffiliates, their respective successors, predecessors and assigns, and each of their the respective officers, directors, employeesand employees of each of the foregoing, representatives and agents the predecessors, successors and assigns of all of the foregoing, and each of Xxxxxxx, Dubilier & Rice, LLC, CVC Capital Partners Advisory (collectivelyU.S.), Inc. and Temasek Holding (Private) Limited and their respective affiliates, including any investment fund affiliated with any of the “Released Parties”) foregoing, from any and all claims, suitscauses of action, controversiesand liability for damages of whatever kind, actionsknown or unknown, arising from or relating to Executive’s employment and separation from employment (“Released Claims”). Released Claims include claims (including claims to attorneys’ fees), damages, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities disputes of any nature whatsoever in law and in equity, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”)kind whatsoever, including without limitation all claims for wages, employee benefits, and damages arising out of any Claim arising under contracts, express or implied (including the following statues (eachEmployment Agreement); tort; discrimination; wrongful termination; any federal, as amended): state, local, or other governmental statute or ordinance, including without limitation Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; , as amended, the Age Discrimination in Employment Act of 1967 Act, as amended (including “ADEA”), the Older Workers Benefit Protection Fair Labor Standards Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family , and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); and any other legal limitation on the Fair Labor Standards Act; employment relationship. Notwithstanding the foregoing, Released Claims do not include claims for breach or their state enforcement of this Agreement, claims that arise after the execution of this Agreement, claims to vested benefits under ERISA, workers’ compensation claims, or local counterparts; any other claims that may not be released under this Agreement in accordance with applicable law. This waiver and release shall not apply to (i) any claims arising after Executive’s execution of this Release, (ii) any claims for compensation or benefits provided under Section 2 or 3 of this Agreement, (iii) any claims under Section 24 of the Employment Agreement (Indemnification) and under any other federaldirectors and officers liability insurance under which Executive is covered as an insured or (iv) any claims as a shareholder of the Company. Executive represents and warrants that Executive has not filed any litigation based on any Released Claims. Executive covenants and promises never to file, state or local civil or human rights lawpress, or under join in any other locallawsuit based on any Released Claim and agrees that any such claim, state or federal lawif filed by Executive, regulation or ordinance; or under shall be dismissed, except that this covenant and promise does not apply to any public policy, contract or tort, or under common law; or claim of Executive challenging the validity of the release of claims set forth in this Section 5 in connection with claims arising under the ADEA. Executive represents and warrants that Executive is the sole owner of any policiesand all Released Claims that Executive may have; and that Executive has not assigned or otherwise transferred Executive’s right or interest in any Released Claim. Executive hereby confirms that he has no disagreement regarding any matter relating to the operations, policies or practices or procedures of the Company or any of its subsidiaries or affiliates; Affiliates and no knowledge of any failure of any of them or any claim for wrongful dischargeof their employees, breach of contractofficers, infliction of emotional distress directors or defamation; shareholders at any time to have complied with any legal or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply regulatory requirements applicable to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants foregoing persons or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (individuals. Executive specifically agrees as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid.follows: c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of a. Executive has carefully read this Agreement and that, if known or suspected at the time of finds that it is written in a manner that Executive understands; b. Executive is knowingly and voluntarily entering into this Agreement; c. Executive acknowledges that the Company is providing benefits to which Executive would not otherwise be entitled in the absence of Executive’s entry into this Agreement, may have materially affected as consideration for Executive’s entering into this Agreement; d. Executive understands that this Agreement is waiving any potential claims under the ADEA and other discrimination statutes, except as provided in this Agreement; e. Executive is hereby advised by this Agreement to consult with an attorney prior to executing this Agreement and your decision has done so or has knowingly and voluntarily waived the right to enter into it. Nevertheless, you hereby waive any right, claim or cause do so; f. Executive understands he has a period of action that might arise as twenty-one (21) days from the date a result copy of such different or additional claims or facts. You agree that this Agreement is provided to Executive in which to consider and sign the Agreement (during which the offer will remain in effect as a general releaseopen), notwithstanding any and that Executive has an additional or different facts you may discover about seven (7) days after signing this Agreement within which to revoke acceptance of the Claims that are released release of claims set forth in this Section 5; g. If during the twenty-one (21) day waiting period Executive should elect not to sign this Agreement. You agree that it is your intention hereby to fully, finallyor during the seven (7) day revocation period Executive should revoke acceptance of the release of claims set forth in Section 5 hereof, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein then this Agreement shall be void. The effective date of the release of claims set forth in this Section 5 shall be the eighth (8th) day after Executive signs and remain delivers this Agreement, provided he has not revoked acceptance; and h. Executive may accept this Agreement (including the release of claims included herein) before the expiration of the twenty-one (21) days, in effect as a full and complete release with respect to all Claims released hereunderwhich case Executive shall waive the remainder of the 21-day waiting period. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Resignation Agreement (Univar Inc.)

Release of Claims. a. In consideration exchange for providing you with the severance payment set forth in paragraph 3 above, you, on your own behalf and on behalf of the Severance your heirs, administrators, executors and for other valuable considerationassigns, you hereby knowingly irrevocably and voluntarily release unconditionally release, waive and forever discharge the Company, its direct and indirect parents, subsidiaries and affiliates, their respective successorsaffiliated persons, predecessors partnerships and corporations, successors and assigns, and each all of their respective its past and present directors, members, partners, officers, directorsshareholders, agents, representatives, employees, representatives employee benefit plans and agents plan fiduciaries (collectively, the “Released PartiesCompany Releasees) ), individually and collectively, from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damagesrights, punitive or exemplary damages, other damages, claims for costs remedies and attorneys’ fees, or liabilities of any nature whatsoever kind or character, in law and in or equity, both past and present (through the Release Date) and whether suspected or unsuspected, known or unknown, suspectedpast or present, that you had, may now have, or claimed may later assert against any of the Released Parties that you may haveCompany Releasees, which arise arising out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights employment or status as an owner the termination of vested equity or any vested equity-equivalent in that employment by the Company (collectively, hereinafter referred to as “Claims”), including without limitation limitation: (i) any Claim Claims arising under the following statues (eachout of or related to any federal, state and/or local labor or civil rights laws, as amended): Title VII of , including, without limitation, the federal Civil Rights Act Acts of 1964; the Civil Rights Act of 1991; 1866, 1871, 1964 and 1991 (including but not limited to Title VII), the Age Discrimination in Employment Act of 1967 (including 1967, the Older Workers Workers’ Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; , the Workers’ Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993; , the Worker Adjustment Retraining and Notification Equal Pay Act; , the Employee Retirement Income Security Americans with Disabilities Act of 1974; 1990, the Genetic Information Nondiscrimination act, the Fair Credit Reporting Act, the New York State Human Rights Law, the New York Equal Rights Law, the New York Labor Standards Act; Law, the Administrative Code of the City of New York and (ii) any and all other Claims arising out of or their state or local counterparts; or under related to any contract, any and all other federal, state or local civil constitutions, statutes, rules or human rights lawregulations, ordinances, executive orders or public policy, or under any other localcommon law right of any kind whatsoever, state or federal lawincluding, regulation or ordinance; or under without limitation, any public policy, contract or tort, or under common law; or arising under Claims for any policies, practices or procedures kind of the Company or any of its subsidiaries or affiliates; or tortious conduct (including but not limited to any claim for wrongful dischargeof defamation or distress), promissory or equitable estoppel, breach of contractthe Company’s policies, infliction rules, regulations, handbooks or manuals, breach of emotional distress express or defamation; implied contract or covenants of good faith, quantum meruit, wrongful discharge or dismissal, and failure to pay in whole or part any compensation, bonus, commission, incentive compensation, severance pay or benefits of any kind whatsoever, or any claim claims for costs, fees monetary or other expenses, including attorneys’ fees incurred equitable relief in these mattersany way related to or arising from your employment or its termination. The foregoing release will not apply to Excluded from the General Release above are: (a) any claims or rights you may have that which cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local by law, (ii) including but not limited to, your right to challenge the legal validity of this Agreement under the ADEA, as amended; (b) all rights to enforce the terms of this Agreement, ; (iiic) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the vested right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.employee benefit plans; and

Appears in 1 contract

Samples: Separation Agreement

Release of Claims. a. In consideration of the Severance and for other valuable considerationEMPLOYEE does hereby unconditionally release, you hereby knowingly and voluntarily release acquit and forever discharge the CompanyPHI, its subsidiaries and or affiliates, their respective successors, predecessors and as well as any successors or assigns, and each of their respective together with all officers, directors, employeesshareholders, representatives managers, employees and agents (collectivelythereof, the “Released Parties”) from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debtsrights, compensatory liabilities, damages, liquidated damagesinjuries, punitive or exemplary damagescosts, other damages, claims for costs and attorneys’ attorney’s fees, or liabilities causes of any nature whatsoever in law and in equityaction whatsoever, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise rising out of or are connected EMPLOYEE’s employment relationship with your employment, or PHI and/or the termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”)employment relationship, including without limitation claims and demands relating to wages, benefits, or any Claim arising under the following statues other terms and conditions of employment, any claims for breach of contract (eacheither actual or implied), wrongful discharge, intentional or negligent infliction of emotional harm, or any tort claims, as amended): well as any claims under Federal, State or local law prohibiting employment discrimination, including specifically; (i) the Age Discrimination in Employment Act of 1967; (ii) the Older Worker Benefit Protection Act of 1990; (iii) Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; iv) the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; (v) the Employee Retirement Income Security Act of 1974; and (vi) any counterpart statutes under the Fair Labor Standards Act; laws of Louisiana or their state or local counterparts; or under any the other federal, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred states and localities in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you which PHI conducts business (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreementincluding, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement not limited to the Severance EMPLOYEE’s right to make a claim on his own behalf or by any third party on his behalf). Notwithstanding the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations toforegoing, the SEC EMPLOYEE does not waive rights or any other such governmental entity or self-regulatory organizationclaims that may arise after the date this waiver is executed, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you but he does agree to waive any monetary award and all rights to reinstatement or other payment that you might become entitled to from the SEC or any other governmental entityemployment with PHI. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Severance Agreement (Phi Inc)

Release of Claims. a. (a) In consideration for, among other terms, the Supplemental Consideration, to which you acknowledge you would otherwise not be entitled, you, on behalf of yourself and your heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively, the Severance “Releasors”) voluntarily and for other valuable consideration, you hereby knowingly and voluntarily irrevocably release and forever discharge the Company, its subsidiaries affiliated and affiliatesrelated entities, its and their respective successorspredecessors, predecessors successors and assigns, its and each of their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, representatives attorneys, insurers, accountants and agents of each of the foregoing in their official and personal capacities (collectively, collectively referred to as the “Released PartiesReleasees”) generally from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”)) that, as of the Separation Date and the date when you sign this Agreement, you and the other Releasors have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, all Claims: relating to your employment by the Company and the termination of your employment; of wrongful discharge or violation of public policy; of breach of contract; of defamation or other torts; of retaliation or discrimination under federal, state or local law, including without limitation limitation: (i) any Claim arising and all Claims under the following statues (each, as amended): Title VII of the Civil Rights Act of 1964; 1964 (Title VII), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) (regarding existing but not prospective claims), the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits), the Civil Rights Act of 1991; , Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act (FCRA), the Worker Adjustment and Retraining Notification (WARN) Act, the federal Age Discrimination in Employment Act of 1967 (ADEA), the Uniform Services Employment and Reemployment Rights Act (USERRA), the Genetic Information Nondiscrimination Act (XXXX), the Immigration Reform and Control Act (IRCA), the California Fair Employment and Housing Act (FEHA), the California Labor Code, the California Constitution, and the California Family Rights Act (CFRA), all including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family any amendments and Medical Leave Act of 1993; the Worker Adjustment Retraining their respective implementing regulations, and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state state, local, or local civil foreign law (statutory, regulatory, or human rights otherwise) that may be legally waived and released; however, the identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general release in any manner; (ii) any and all Claims arising under tort, contract, and quasi-contract law, including but not limited to claims of breach of an express or under any other localimplied contract, state wrongful or federal lawretaliatory discharge, regulation fraud, defamation, negligent or ordinance; or under any public policyintentional infliction of emotional distress, tortious interference with a contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful dischargeprospective business advantage, breach of contractthe implied covenant of good faith and fair dealing, infliction promissory estoppel, detrimental reliance, invasion of emotional distress privacy, false imprisonment, nonphysical injury, personal injury or defamation; sickness, or any claim other harm; Xxxxx X. Xxxxxxx, PharmD May 15, 2023 (iii) any and all Claims for costscompensation of any type whatsoever, including but not limited to claims for wages, salary, bonuses, commissions, incentive compensation, vacation, sick pay, and severance that may be legally waived and released; and (iv) any and all Claims for monetary or equitable relief, including but not limited to attorneys' fees, back pay, front pay, reinstatement, experts' fees, medical fees or other expenses, including attorneys’ fees incurred in these matterscosts and disbursements, punitive damages, liquidated damages, and penalties. The foregoing However, this general release will and waiver of claims shall not apply to affect and you do not waive, release or discharge (A) your vested rights under the Company’s Section 401(k) plan or your rights under this Agreement, (B) any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge , such as your rights to benefits and agree thatClaims under state workers' compensation or unemployment compensation laws, (C) your right to file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the event Equal Employment Opportunity Commission (the "EEOC"), the California Civil Rights Department, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give you the right to recover any monetary damages against the Company; your release of claims herein bars you from recovering such monetary relief from the Company), (iD) file any charge, claim, demand, action Claims for indemnity under the bylaws of the Company or arbitration with regard to your employment indemnification agreement with the Company, compensation and benefits, or termination of employment (E) any Claims for coverage under any federalCompany D&O insurance policy, state and (F) protections against retaliation under the Taxpayer First Act (26 U.S.C. § 2623(d). You agree not to accept damages of any nature, other equitable or local law, (ii) challenge the validity of this Agreement, (iii) breach legal remedies for your own benefit or attorney's fees or costs from any of the Restrictive Covenants or Releasees with respect to any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are 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. (b) In granting the release herein, you understand that this Agreement includes a release of all Claims known or unknown. In giving this release, which includes Claims which may be unknown to you at present, you acknowledge that you have read and understand Section 1542 of the California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected Claims you may have against the Company. You acknowledge that you may hereafter later discover claims Claims or facts in addition to or different than from those that which you now know or believe to exist with respect regards to the subject matter of this Agreement Agreement, and thatwhich, if known or suspected at the time of entering into executing this Agreement, may have materially affected this Agreement and your decision to enter into itits terms. Nevertheless, you hereby the Releasors waive any right, claim or cause of action and all Claims that might arise as a result of such different or additional claims or facts. Xxxxx X. Xxxxxxx, PharmD May 15, 2023 (c) 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. You agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. You acknowledge that the consideration given for this waiver and release is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised by this writing that: (i) you should consult with an attorney prior to executing this Agreement; (ii) you have forty-five (45) days within which to consider this Agreement; (iii) you have seven (7) days following your execution of this Agreement to revoke this Agreement (the “Revocation Period”); (iv) this Agreement shall not be effective until after the revocation period has expired; and (v) nothing in this Agreement prevents or precludes you from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. You further acknowledge that at the time you were first provided this Agreement to consider, you were also provided with the attached document entitled “Information Concerning Reduction in Force” attached as Exhibit C to this Agreement. In the event you sign this Agreement and return it to the Company in less than the 45-day period identified above, you hereby acknowledge that you have freely and voluntarily chosen to waive the time period allotted for considering this Agreement. The parties agree that changes, material or immaterial, do not restart the running of the 45-day period. You understand that revocation must be accomplished by a written notification to the person identified in Section 8(j) of this Agreement that is received prior to the Effective Date. (d) You agree you will remain not knowingly encourage, counsel, or assist any attorneys or their clients in effect the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court order to do so or as a general release, notwithstanding any additional or different facts you may discover about related directly to the Claims that are released ADEA waiver in this Agreement. You agree that it is your intention hereby both to fully, finally, and forever settle and release all possible claims you may have against immediately notify the Company. Further, it is expressly understood that notwithstanding the discovery or existence Company upon receipt of any such additional subpoena or different claims court order, and to furnish, within three business days of its receipt, a copy of such subpoena or factsother court order. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the releases given herein Releasees, you shall be and remain in effect as a full and complete release with respect to all Claims released hereunderstate no more than that you cannot provide counsel or assistance. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation Agreement and General Release of Claims (Pardes Biosciences, Inc.)

Release of Claims. a. In exchange for the Salary Payments and other consideration of the Severance and for other valuable considerationunder this Agreement to which you would not otherwise be entitled, you hereby knowingly and voluntarily release release, acquit and forever discharge the Company, its subsidiaries parents and affiliates, their respective successors, predecessors and assignssubsidiaries, and each of its and their respective officers, directors, agents, servants, employees, representatives attorneys, shareholders, successors, assigns and agents (collectivelyaffiliates, the “Released Parties”) of and from any and all claims, suitsliabilities, controversies, actionsdemands, causes of action, cross-claimscosts, counter-claimsexpenses, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities damages, indemnities and obligations of any nature whatsoever every kind and nature, in law and in law, equity, both past or otherwise, known and present (through the Release Date) and whether known or unknown, suspectedsuspected and unsuspected, or claimed against any of the Released Parties that you may havedisclosed and undisclosed, which arise arising out of or are in any way related to agreements, events, acts or conduct at any time prior to and including the date you sign this Agreement, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with your employment, or termination of employment, employment with the Company other than those or the termination of that arise out of employment; claims or are demands related to your rights or status as an owner of vested equity salary, bonuses, commissions, stock, stock options, or any vested equity-equivalent other ownership interests in the Company (collectivelyCompany, “Claims”)vacation pay, including without limitation fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any Claim arising under other form of compensation; claims pursuant to any federal, state, local law, statute or cause of action including, but not limited to, the following statues (each, as amended): Title VII of the federal Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the federal Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act)1967, as amended; the Equal Pay Act of 1963; the federal Americans with Disabilities Act of 1990; the Family California Fair Employment and Medical Leave Act of 1993Housing Act, as amended; the Worker Adjustment Retraining California Labor Code, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; harassment; emotional distress; and Notification Act; breach of the Employee Retirement Income Security Act implied covenant of 1974; the Fair Labor Standards Act; good faith and fair xxxxxxx.Xxx represent that you have no lawsuits, claims or their state actions pending in your name or local counterparts; or under on behalf of any other federalperson or entity, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of against the Company or any of its subsidiaries other person or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing entity subject to the release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained granted in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or factsparagraph. You agree that in the event you bring a claim covered by this release in which you seek damages or in the event you seek to recover in any claim brought by a governmental agency on your behalf, this Agreement will remain in effect shall serve as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby complete defense to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunderclaims. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Employment Agreement (Pharsight Corp)

Release of Claims. a. In exchange for the payments and other consideration of the Severance and for other valuable considerationunder this Agreement to which you would not otherwise be entitled, you hereby knowingly and voluntarily release release, acquit and forever discharge the Company, and its subsidiaries and affiliates, their respective successors, predecessors and assigns, and each of their respective officers, directors, agents, servants, employees, representatives attorneys, shareholders, successors, assigns and agents (collectivelyaffiliates, the “Released Parties”) of and from any and all claims, suitsliabilities, controversies, actionsdemands, causes of action, cross-claimscosts, counter-claimsexpenses, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities damages, indemnities and obligations of any nature whatsoever every kind and nature, in law and in law, equity, both past or otherwise, known and present (through the Release Date) and whether known or unknown, suspectedsuspected and unsuspected, or claimed against any of the Released Parties that you may havedisclosed and undisclosed, which arise arising out of or are in any way related to agreements, events, acts or conduct at any time prior to and including the date you sign this Agreement, including but not limited to: (a) any and all such claims and demands directly or indirectly arising out of or in any way connected with your employment, or termination of employment, employment with the Company other than those or the conclusion of that arise out of employment; (b) all claims or are demands related to your rights or status as an owner of vested equity salary, bonuses, commissions, incentive payments, stock, stock options, or any vested equity-equivalent ownership or equity interests in the Company (collectively, “Claims”)Company, including without limitation vacation pay, personal time off, fringe benefits, severance benefits, or any Claim arising under other form of compensation; (c) all claims pursuant to any federal, any state or any local law, statute, common law or cause of action including, but not limited to, the following statues (each, as amended): Title VII of the federal Civil Rights Act of 1964; , as amended, attorney’s fees under Title VII of the federal Civil Rights Act of 1991; 1964, as amended, or any other statute, agreement or source of law, the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the federal Americans with Disabilities Act of 1990; , the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; , the Employee Retirement Income Security Act of 1974; Act, the Fair Labor Standards Age Discrimination in Employment Act; or their state or local counterparts; or under , as amended, the Utah anti discrimination statute, any other federalstate labor code, state and the Equal Pay Act, of 1963, as amended; (d) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (e) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy. You represent that you have no lawsuits, claims or local civil actions pending in your name or human rights law, or under on behalf of any other localperson or entity, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of against the Company or any of its subsidiaries other person or affiliates; entity subject to the release granted in this paragraph. You further agree that in the event you bring a claim or charge covered by this release, or do not dismiss and withdraw any claim for wrongful dischargecovered by this release, breach of contractin which you seek damages against the Company, infliction of emotional distress this Agreement shall serve as a complete defense to such claims or defamation; or charges. Excluded from this release are any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have claims that cannot be waived as a matter of applicable by law. b. . You acknowledge and agree thatare waiving, in the event that you (i) file any chargehowever, claim, demand, action or arbitration with regard your right to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award recovery should any agency, such as the EEOC or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware Department of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and thatLabor, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for pursue any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employmenton your behalf.

Appears in 1 contract

Samples: Separation Agreement (Zars Inc/Ut)

Release of Claims. a. For all of the purposes of this Section 7, the term “Company” shall be deemed to include the Releasees defined above. Executive hereby unconditionally agrees to release, discharge, and hold harmless Company from any and all claims that may arise out of Executive’s employment, relationship and affiliation with Company and its directors, executive officers and agents and/or the termination of said employment. In consideration of the Severance above described promises and for other valuable considerationpayments, you Executive agrees on behalf of himself and all persons who may claim through him to hereby knowingly irrevocably and voluntarily release unconditionally release, acquit and forever discharge the Company, its subsidiaries and affiliates, their respective successors, predecessors and assigns, and each of their respective officers, directors, employees, representatives and agents (collectively, the “Released Parties”) Company from any and all charges, complaints, claims, suitsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of actionactions, cross-claimssuits, counter-claimsrights, demands, debtscosts, compensatory damageslosses, liquidated damageswages, punitive salary, benefits, compensation, debts or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities expenses of any nature whatsoever in law and in equitykind whatsoever, both past and present (through the Release Date) and whether known or unknown, suspectedsuspected or unsuspected, which Executive now has, owns or holds or which Executive at any time heretofore had, owned, or claimed against held, including but not limited to (i) all claims based on alleged or actual rights arising under any of the Released Parties that you may havefederal, which arise out of or are connected with your employmentstate, or termination local laws prohibiting race, sex, religion, age, disability or other forms of employmentdiscrimination or retaliation, with including without limitation, (A) the Company other than those that arise out Age Discrimination in Employment Act of or are related to your rights or status 1967, as an owner of vested equity or any vested equity-equivalent in amended (“ADEA”) and the Company Older Workers Benefits Protection Act (collectively, ClaimsOWBPA”), including without limitation any Claim arising under (B) the following statues Tennessee Human Rights Act (eachTenn. Code Xxx. § 4-21-101 et seq.) (“THRA”), as amended): (C) Tennessee Disability Act (“TDA”) (Tenn. Code Xxx. § 0-0-000 xx xxx.), (X) Xxxxxxxxx Public Protection Act (“TPPA”) (Tenn. Code Xxx. § 50-1-304), (E) Title VII of the Civil Rights Act of 1964; , as amended, (F) the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 Occupational Safety and Health Act, (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; G) the Americans with With Disabilities Act of 1990; Act, as amended (H) the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; , (I) all written Employment Agreements, (J) the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under , as amended, and/or (K) any other federal, state or local civil laws relating to or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your otherwise regulating Executive’s employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge any claims of any nature based on or arising out of (A) Executive’s employment with Company or the validity cessation of such employment, including but not limited to whistleblower and unlawful retaliation claims, and/or (B) any alleged oral or written employment agreement or contract, or (iii) any claims based on fraud, tort, contract, negligence, recklessness or intent of any nature whatsoever. Except as specifically provided herein, Executive hereby releases any and all rights, claims, entitlements, compensation, equity or other privileges under the Severance Plan and the Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan, as amended to date. It is the intention of Executive and Company that this Agreement constitute a complete and general release of all of Executive’s claims of every nature arising on or before the Effective Date and shall be effective as an affirmative defense to any and all such claims or potential claims of any kind whatsoever, whether known or unknown. Executive represents and warrants that he has not filed any civil action, suit, arbitration, administrative civil action, or legal proceeding against Company, that he has not assigned, pledged, or hypothecated his claims to any person, and that no other person has an interest in the claims that Executive is releasing herein. Nothing in this Section 7 or in any other part of this Agreement shall be construed to release either party from obligations under this Agreement, (iii) breach the Consulting Agreement or under any applicable terms and provisions of the Restrictive Covenants or any of the covenants contained Company’s 401(k) Plan. Nothing in this Agreement limits or (iv) the Company determines that, during your employment terminates Executive’s right to file a charge or complaint with the Company, you engaged or participate in an act or omission that, if discovered during your employment, would have entitled investigation conducted by the Company to terminate your employment for Cause (as defined in the Equal Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.Opportunity

Appears in 1 contract

Samples: Mutual Separation Agreement (Amedisys Inc)

Release of Claims. a. In consideration of the Severance and for other valuable consideration, you hereby knowingly and Xx. Xxxxxxxx voluntarily release releases and forever discharge the Company, its subsidiaries and affiliates, their respective successors, predecessors and assigns, discharges Mascoma and each of their respective its predecessors, successors, assigns, parents, subsidiaries, other affiliates and current and former directors, officers, directors, employees, representatives representatives, attorneys, agents, and agents all persons acting by, through, under or in concert with any of the foregoing (collectively, the any and all of whom or which are hereinafter referred to as Released Mascoma Parties”) ), from any and all charges, complaints, claims, suitsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, cross-claimssuits, counter-claimsrights, demands, debtscosts, compensatory damageslosses, liquidated damagesdebts and expenses (including attorney’s fees and costs actually incurred), punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equitywhatsoever, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”)) that Xx. Xxxxxxxx now has, including owns or holds, or claims to have, own, or hold, or that he at any time had, owned, or held, or claimed to have had, owned, or held against any Mascoma Party or Parties, from the beginning of time until the date he signs this Release. This general release of Claims includes, without limitation any Claim arising implication of limitation, the release of all Claims: • relating to Xx. Xxxxxxxx’x employment by and termination from employment with Mascoma and/or his services as a Consultant and the termination of the Engagement, as defined in the Agreement; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; the Civil Rights Act 1964 and Claims of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Actdiscrimination or retaliation under Mass. Gen. Laws ch. 151B); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, federal or state statute; • of defamation or local civil or human rights law, or under any other local, state or federal law, regulation or ordinancetorts; or under any • of violation of public policy; • for salary, contract or tortbonuses, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC vacation pay or any other such governmental entity compensation or self-regulatory organization, benefits; and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award damages or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware remedies of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunderattorney’s fees. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Transition and Special Consulting Agreement (Mascoma Corp)

Release of Claims. a. In consideration of the Severance and for other valuable consideration, you hereby knowingly and The Employee voluntarily release releases and forever discharge discharges the CompanyCompany and its predecessors, its subsidiaries and affiliates, their respective successors, predecessors and assigns, and each of their respective officerscurrent and former members, equity holders. partners, directors, officers, employees, representatives representatives, attorneys, agents, subsidiaries and agents all persons acting by, through, under or in concert with any of the foregoing (collectively, any and all of whom or which are hereinafter referred to as the “Released PartiesReleasees) ), from any and all charges, complaints, claims, suitsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, cross-claimssuits, counter-claimsrights, demands, debtscosts, compensatory damageslosses, liquidated damagesdebts and expenses (including attorney’s fees and costs actually incurred), punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equitywhatsoever, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”)) that the Employee now has, including owns or holds, or claims to have, own, or hold, or that he at any time had, owned, or held, or claimed to have had, owned, or held against any Releasee. This general release of Claims includes, without limitation any Claim arising implication of limitation, the release of all Claims: · relating to the Employee’s employment by and retirement from 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 age discrimination or retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or · under any other federalfederal or state statute, state to the fullest extent that Claims may be released; · of defamation or local civil or human rights law, or under any other local, state or federal law, regulation or ordinancetorts; or under any · of violation of public policy; and · for damages or other remedies of any sort, contract including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. · In granting the release herein, Employee understands that this Agreement includes a release of all claims known or tortunknown. In giving this release, which includes claims which may be unknown to Employee at present, Employee acknowledges that she has read and understands 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 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.” Employee hereby expressly waives and relinquishes all rights and benefits under common law; that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or arising under any policies, practices or procedures of unsuspected claims Employee may have against the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable lawReleasee. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Employment Agreement (Reactive Medical Inc.)

Release of Claims. a. In consideration of the Severance payment set forth in this agreement, Xxxxxxxx, on behalf of himself and for other valuable considerationhis heirs and estate, you hereby knowingly and voluntarily release and forever discharge releases the CompanyCounty, its subsidiaries and affiliatesofficers, their respective successors, predecessors and assignsagents, and each of their respective officers, directors, employees, representatives and agents (collectively, the “Released Parties”) employees from any and all claims, suitsliabilities, controversiespromises, actionsagreements, causes of actionand lawsuits (including claims for attorney’s fees, cross-claimscosts, counter-claimsback pay, demandsfront pay, debtsbenefits, and punitive and compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities ) of any nature whatsoever in law whatsoever, including those asserting individual liability and in equityclaims to payment or credit under the County’s policies or benefit plans (except a claim for any vested pension benefit or workers’ compensation benefit), both past and present (through arising from or related to his employment with the Release Date) and whether known or unknownCounty, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your his separation from employment, or termination the County’s exercise of employment, with the Company other than those that arise out of or are related to your its rights or status as an owner obligations under this agreement (including the disclosure of vested equity information about Xxxxxxxx). This release includes all claims of race, color, sex, national origin, ancestry, religion, disability, or any vested equity-equivalent in the Company (collectivelyother discrimination, “Claims”)harassment, including without limitation any Claim arising or retaliation under the following statues Utah Anti Discrimination Act, Section 34A‑5‑101 (each, as amended): and sections following) of the Utah Code Annotated; any similar or related statutes of Utah; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 , 42 USC. Section 2000e (including the Older Workers Benefit Protection Actand sections following); the Equal Pay Act of 1963Employee Retirement Income Security Act, 29 USC. Section 1001 (and sections following); the Reconstruction Era Civil Rights Act, 42 USC Section 1981 (and sections following); the Americans with Disabilities Act of 1990Act, 42 USC Section 12101 (and sections following); the Family and Medical Leave Act of 1993Act, 29 USC Section 2601 (and sections following); the Worker Adjustment and Retraining and Notification Act, 29 USC Section 2100 (and sections following); and the Employee Retirement Income Security Act amendments to such laws, as well as any related statute of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under Utah. This release includes claims of any other federalnature whatsoever, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures whether based on a theory of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction promissory estoppel, wrongful termination, personal injury, defamation, loss of emotional distress or defamation; or any claim for costsconsortium, fees or other expensesdistress, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter humiliation, loss of applicable law. b. You acknowledge standing and agree thatprestige, in the event that you (i) file any chargepublic policy, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organizationtort, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you whether such claims are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if currently known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision unknown to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunderXxxxxxxx. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Severance Agreement

Release of Claims. a. In consideration of exchange for the Severance promises and for other valuable considerationcovenants set forth herein, you the Employee hereby knowingly and voluntarily release releases, acquits, and forever discharge discharges the Company, its subsidiaries parents and affiliates, their respective successors, predecessors and assignssubsidiaries, and each of their respective officers, directors, agents, servants, employees, representatives attorneys, shareholders, partners, successors, assigns, affiliates, customers, and agents (collectively, the “Released Parties”) clients of and from any and all claimsclaims liabilities, suits, controversies, actionsdemands, causes of action, cross-claimscosts, counter-claimsexpenses, demandsattorneys' fees, debts, compensatory damages, liquidated damagesindemnities and obligations of every kind and nature, punitive or exemplary damagesin law, other damages, claims for costs and attorneys’ feesequity, or liabilities of any nature whatsoever in law otherwise, known and in equity, both past and present (through the Release Date) and whether known or unknown, suspectedsuspected and unsuspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company disclosed and undisclosed (collectively, “Claims”), (including without limitation but not limited to any Claim arising under federal, state or local law or cause of action including, but not limited to, the following statues (eachNational Labor Relations Act, as amended): Title VII of the Civil Rights Act of 1964; , as amended, the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; , the Americans with Disabilities Act of 1990; With Disability Act, as amended, the Federal Family and Medical Leave Act of 1993; , as amended, the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Vietnam Era Veterans Readjustment Assistance Act of 1974, and state and local laws, any allegation of wrongful termination and any claim arising out of the Constitution of the State of Nevada; contract law; wrongful discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the Fair Labor Standards Actimplied covenant of good faith and fair dealing), but only to the extent that such Claims directly or indirectly arise out of or are in any way connected with: (a) the Company’s employment of the Employee, (b) the termination of that employment, (c) the Company’s performance of its obligations as the Employee’s former employer; (d) claims or their state or local counterparts; or under any other federaldemands related to salary, state or local civil or human rights lawbonuses, commissions, or under any other local(e) vacation pay, state or federal lawfringe benefits, regulation or ordinance; or under any public policyexpense reimbursements, contract or tortseverance pay, or under common law; any form of compensation. The Employee agrees to indemnify and hold the Company and its shareholders, directors, officers, agents and employees harmless from any liabilities, debts, demands, causes of action, injuries, costs, attorneys' fees or damages of any kind arising under any policies, practices or procedures out of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, Employee’s action or arbitration inactions, whether negligent or otherwise, with regard to your employment respect to, or in connection with the Company, compensation Severance Agreement and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Employment Separation Agreement (Golden Phoenix Minerals Inc)

Release of Claims. a. In consideration of the Severance (a) For good and for other valuable consideration, you including the Company’s agreement to provide the consideration set forth in Section 2 of the Separation Agreement (and any portion thereof), Executive hereby knowingly forever releases, discharges and voluntarily release and forever discharge acquits the Company, its present and former subsidiaries and other affiliates, their respective successors, predecessors and assigns, and each of their the foregoing entities’ respective officerspast, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and agents representative capacities, as well as all employee benefit plans maintained by the Company or any of its affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Confirming Released Parties”) ), from liability for, and Executive hereby waives, any and all claims, suitsdamages, controversies, actions, or causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities action of any nature whatsoever in law and in equitykind related to Executive’s employment with any Confirming Released Party, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any termination of the Released Parties that you may have, which arise out of or are connected with your such employment, or termination ownership of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectivelyand any other acts or omissions related to any matter on or prior to the date that Executive executes this Confirming Release, “Claims”)whether arising under federal or state laws or the laws of any other jurisdiction, including without limitation (i) any Claim arising under the following statues alleged violation through such date of: (eachA) any federal, as amended): Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act); , Title VII of the Equal Pay Civil Rights Act of 1963; 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, and the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under (G) any other federal, state or local civil or human rights wage and hour law; (H) the Securities Act of 1933; (I) the Securities Exchange Act of 1934; (J) the Investment Advisers Act of 1940; (K) the Investment Company Act of 1940; (L) the Private Securities Litigation Reform Act of 1995; (M) the Xxxxxxxx-Xxxxx Act of 2002; (N) the Wall Street Reform and Consumer Protection Act of 2010; (O) the Virginians with Disabilities Act, or under the Virginia Human Rights Act, the Virginia Equal Pay Act, the Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act, the Virginia Minimum Wage Act, the Virginia Payment of Wage Law, the Virginia Right to Work Law; (P) any applicable state employment and securities laws; (Q) any other local, state or federal law, regulation regulation, ordinance or ordinanceorders which may have afforded any legal or equitable causes of action of any nature; or under (R) any public policy, contract or contract, tort, or under common lawlaw claim or claim for defamation, emotional distress, fraud or misrepresentation of any kind; or (S) any claim, whether direct or derivative, arising under any policies, practices or procedures from being a shareholder of the Company or any of its subsidiaries or affiliatesother Released Party; or (ii) any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim allegation for costs, fees fees, or other expenses, expenses including attorneys’ fees incurred in these matters. The foregoing release will not apply to in, or with respect to, a Further Released Claim (as defined below); (iii) any rights you and all rights, benefits, or claims Executive may have under any employment contract (including the Severance Agreement), incentive or compensation plan or agreement or under any other benefit plan, program or practice; and (iv) any claim for compensation, damages or benefits of any kind not expressly set forth in the Separation Agreement (collectively, the “Further Released Claims”). This Confirming Release is not intended to indicate that cannot be waived as a matter any such claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that any and all potential claims of applicable lawthis nature that Executive may have against any of the Confirming Released Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES. b. You acknowledge and agree that, in (b) In no event shall the event that you Further Released Claims include (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefitsclaim that arises after Executive signs this Confirming Release, or termination of employment under any federal, state or local law, (ii) any claim to vested benefits under an employee benefit plan that is subject to ERISA. Further notwithstanding this release of liability, nothing in this Confirming Release prevents Executive from filing any non-legally waivable claim (including a challenge to the validity of this AgreementConfirming Release) with any Governmental Agencies or participating in any investigation or proceeding conducted by any Governmental Agency or cooperating with such an agency or providing documents or other information to a Governmental Agency; however, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines Executive understands and agrees that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law permitted by law, Executive is waiving any and all rights to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive recover any monetary award or other payment that you might become entitled to personal relief from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise a Confirming Released Party as a result of such different Governmental Agency proceeding or additional claims or factssubsequent legal actions. You agree that Further notwithstanding this Agreement will remain in effect as a general releaserelease of liability, notwithstanding any additional or different facts you may discover about the Claims that are released nothing in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Confirming Release limits Executive’s employmentright to receive an award for information provided to a Governmental Agency.

Appears in 1 contract

Samples: Separation and General Release Agreement (Comscore, Inc.)

Release of Claims. a. In (a) For and in consideration of the Severance payments and increased benefits made to the Officer pursuant to Section 2. hereof, the Officer, for other valuable considerationherself, you her heirs, executors, administrators, successors and assigns acknowledges that the payments being made as consideration are in addition to anything of value to which she is entitled and accordingly hereby knowingly releases and voluntarily release and forever discharge agrees to hold harmless the CompanyCompany from all claims, its subsidiaries and affiliatesrights, their respective causes of action or liabilities of whatever nature, whether at law or in equity, or damages (compensatory, consequential or punitive) against the Company that the Officer, her heirs, executors, administrators, successors, predecessors and assigns, and each may now have or hereafter can, shall or may have for, upon, or by reason of their respective officersany matter, directorscause or thing, employeeswhatsoever, representatives and agents (collectivelythat has happened, developed or occurred on or before the “Released Parties”) date of this Agreement, arising out of the Officer's employment with or termination of employment from any and all claimsthe Company or retirement hereunder, suitsincluding, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damagesbut not limited to, claims for costs wrongful termination, discrimination, retaliation, invasion of privacy, defamation, slander, and/or intentional infliction of emotional distress, any rights to a grievance proceeding and attorneys’ feesthose arising under any federal, state, or liabilities of any nature whatsoever local discrimination or civil rights or labor laws and/or rules or regulations, and/or common law, whether in law and contract or in equitytort, both past and present (through as they relate to the Release Date) and whether known or unknown, suspected, or claimed against any employment relationship of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company Officer/Employer (collectively, “Claims”), including without limitation any Claim claims arising under the following statues Age Discrimination in Employment Act, the Older Workers' Benefit Protection Act (each29 USC §626), as amended): Title VII of the Civil Rights Act of 1964; , Worker Adjustment and Retraining Notification Act (29 USC §2101-2109), the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Florida Civil Rights Act Act, and any other Florida statues relating to employment as such laws have been or may be amended from time to time). (b) Notwithstanding the foregoing, this release does not waive claims that: (1) cannot be waived by private agreement, including claims for unemployment or workers’ compensation, claims for vested rights under ERISA-covered employee benefit plans as applicable on the date the Officer signs this Agreement, claims for unpaid wages, and claims challenging the knowing and voluntary nature of 1991; the Officer’s release of claims under the Age Discrimination in Employment Act of 1967 (including and the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state (2) may arise after the Officer signs this Agreement, including a claim for breach of this Agreement. Nothing in this Agreement prevents the Officer from filing a charge or local counterparts; or under any other federal, state or local civil or human rights lawcomplaint with, or under any other localfrom participating in an investigation or proceeding conducted by, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local agency charged with the enforcement of any employment laws, although by signing this Agreement the Officer is waiving rights to any monetary damages or other individual relief based on claims asserted in such a charge or complaint. (c) The Officer represents and warrant that: (1) she has not filed any charges, claims, suits, or complaints against the Company with any federal, state or local governmental agency, or in any court of law, (ii) challenge the validity concerning her employment by, or separation of this Agreementemployment from, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in or concerning any other matter whatsoever; (2) she has not suffered any work-related injury or illness for which she has not filed a workers’ compensation claim; and (3) she has been properly paid, pursuant to law, for all hours worked. (d) The Officer acknowledges and agrees that this Agreement shall not be construed as an act or omission that, if discovered during your employment, would have entitled admission by the Company to terminate your employment for Cause (as defined in of any improper or unlawful actions or of any wrongdoing whatsoever against the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC Officer or any other such governmental entity or self-regulatory organizationperson, and you may do so without notifying the Company. The Company may not retaliate expressly denies any wrongdoing whatsoever against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC Officer or any other governmental entityperson. d. You hereby represent that you are not aware of any claim by you other than (e) For the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter purposes of this Agreement Section, “Company” shall include TECO Energy, Inc., TECO Services, Inc., their subsidiaries and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finallyaffiliates, and forever settle and release all possible claims you may have against the Company. Furtherany agent, it is expressly understood that notwithstanding the discovery officer, director, or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunderemployee thereof. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Voluntary Retirement Agreement (Tampa Electric Co)

Release of Claims. a. In consideration of the Severance (a) For good and for other valuable consideration, you including the Company’s provision of consideration set forth in Sections 1 and 2, which Consultant was not entitled to but for his entry into this Agreement, Consultant hereby knowingly forever releases, discharges and voluntarily release and forever discharge acquits the Company, each of its parent companies, subsidiaries and affiliates, their respective successors, predecessors and assigns, other Affiliates and each of the foregoing entities’ respective past, present and future parent companies, subsidiaries, Affiliates, boards of directors (or comparable bodies) and all members thereof, as well as any of their respective officerspast, present, and future insurers, shareholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and agents representative capacities (collectively, the “Released Company Parties”) ), as well as all employee benefit plans maintained by a Company Party and all fiduciaries and administrators of any such plans, in their personal and representative capacities, from liability for, and Consultant hereby waives, any and all claims, suitsdamages, controversiescosts, actions, or causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities action of any nature whatsoever in law and in equitykind, both past and present (through the Release Date) and whether known or unknown, suspectedrelated to Consultant’s prior employment with any Company Party, or claimed against any the termination of such employment as of the Released Parties that you may haveSeparation Date, which arise out of and any other acts or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are omissions related to your rights any matter on or status as an owner of vested equity or any vested equity-equivalent in prior to the Company (collectively, “Claims”)time that Consultant executes this Agreement, including without limitation limitation, (i) any Claim arising under alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the following statues (eachAge Discrimination in Employment Act of 1967, as amended): amended (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964; , as amended, the Civil Rights Act of 1991; , Sections 1981 through 1988 of Title 42 of the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; United States Code, as amended, and the Americans with Disabilities Act of 1990, as amended, the Arkansas Civil Rights Act of 1993; (B) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Worker Workers Adjustment and Retraining and Notification Act, as amended; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under (H) any other federal, state or local civil or human rights wage and hour law, or under ; (I) any other local, state or federal law, regulation regulation, ordinance or ordinanceorders which may have afforded any legal or equitable causes of action of any nature; or under (J) any public policy, contract or contract, tort, or under common law; law claim or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach fraud or misrepresentation of contract, infliction of emotional distress or defamationany kind; or (ii) any claim allegation for costs, fees fees, or other expenses, expenses including attorneys’ fees incurred in these matters. The foregoing release will not apply to in, or with respect to, a Released Claim; (iii) any rights you and all claims Consultant may have under any employment agreement or any other contract with any Company Party; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). THIS RELEASE INCLUDES (b) Notwithstanding the above, the Released Claims do not include any claim that cannot be waived as a matter first arises after the date that Consultant signs this Agreement or any claim to vested benefits under an employee benefit plan of applicable lawany Company Party that is subject to ERISA. b. You acknowledge and agree that(c) Notwithstanding this release of liability, nothing in the event that you this Agreement prevents Consultant from filing any non-legally waivable claim (i) file any charge, claim, demand, action or arbitration with regard including a challenge to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Equal Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Opportunity Commission (the SECEEOC”) or its Office of comparable state or local agency or participating in any investigation or proceeding conducted by the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, EEOC or from comparable state or local agency or cooperating with or reporting violations tosuch agency; however, the SEC or Consultant understands and agrees that Consultant is waiving any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you all rights to waive recover any monetary award or other payment that you might become entitled to from the SEC personal relief or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise recovery as a result of such different EEOC or additional claims comparable state or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional local agency proceeding or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereundersubsequent legal actions. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Consulting Agreement (Arcbest Corp /De/)

Release of Claims. a. In consideration Payment of the Severance amounts described in paragraph 1.a to Mr. Xxxxx xx accepted by his in full and for other valuable consideration, you hereby knowingly and voluntarily final release and forever discharge settlement of any and all claims which he may have against V2X and each of its predecessors, subsidiaries, associates, affiliates and equity holders (including, for the Companyavoidance of doubt, its subsidiaries Vertex Aerospace Services Holding Corp., Andor Merger Sub, LLC and affiliates, their respective successors, predecessors and assignsVertex Aerospace Holdco LLC), and each of its and their respective former or current directors, managers, officers, directors, employees, representatives trustees, agents, attorneys, representatives, affiliates, subsidiaries, divisions, related business entities, general or limited partners, members, stockholders, equity holders, controlling persons, successors and agents (collectively, the “Released Parties”) from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ feesassigns, or liabilities of any nature whatsoever in law and in equity, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against anyone employed by any of the Released Parties that you may havethem or acting on any of their behalf, as well as insurers and reinsurers (collectively “Releasees), relating to his employment and/or separation from employment with V2X and which arise out on or before the date of his signature below; provided, however, that it does not include any claim for workers compensation. The claims which he hereby releases and settles include, but are not limited to: i. any claim of alleged discrimination, harassment, retaliation or are connected with your employmentfailure to accommodate, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim arising under the following statues (each, as amended): Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; 1866, the Americans With Disabilities Act, the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act“ADEA”); , the Equal Pay Act Act, the Rehabilitation Act, the Genetic Information Non Discrimination Act, any amendments to the foregoing, or any other federal, state, or local statute, regulation, or ordinance related to any aspect of 1963; employment; ii. any claim of negligence, breach of an express or implied employment contract, violation of public policy, wrongful discharge, conspiracy, fraud, infliction of emotional distress, mental or physical injury, or defamation; iii. any claim for benefits under any of V2X’s employee benefits plans; iv. any claim for wages, bonuses, commissions, vacation pay, sick pay, severance or compensation of any kind other than those specified in this Agreement, including any claim for amounts payable to Mr. Xxxxx xx respect of any bonus and/or incentive plan of V2X for the Americans year of his termination from employment or any prior period; v. any claim or violation under any other federal, state, or local statute or common law that may apply in the context of Mr. Xxxxx’x xxxloyment with Disabilities Act of 1990; V2X, including, but not limited to, the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; , the Employee Retirement Income Security Act, and the federal Worker Adjustment and Retraining Notification Act of 1974; the Fair Labor Standards (WARN Act; ) or their any other or any similar state or local counterpartslaw governing plant closings or mass layoffs; or under any other federal, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or and vi. any claim for wrongful dischargereinstatement, breach equitable relief, or damages of contract, infliction of emotional distress or defamation; or any kind whatsoever. b. Mr. Xxxxx xxxo specifically understands that he is releasing any claim for costshe might have under the Age Discrimination in Employment Act, fees 29 U.S.C. §621 et seq., which prohibits discrimination on the basis of age forty or older. c. Mr. Xxxxx xxxerstands that he is releasing potentially unknown claims, and that he has limited knowledge with respect to some of the claims being released. Mr. Xxxxx acknowledges that these is a risk that, after signing this Agreement, he may learn information that might have affected his decision to enter into this Agreement. Mr. Xxxxx xxxumes this risk and all other expensesrisks of any mistake in entering into this Agreement. Mr. Xxxxx xxxees that this release is fairly and knowingly made. d. The release of claims set forth above does not affect Mr. Xxxxx’x xxxted rights in and to any welfare or qualified retirement benefit plan to which he may be entitled. In addition, including attorneys’ fees incurred in these matters. The foregoing the release will of claims set forth above does not apply to any rights you may have claims that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in released by private agreement; claims for worker’s compensation or unemployment benefits; or claims that arise after the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of date on which he signs this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation Agreement (V2X, Inc.)

Release of Claims. a. In consideration of the Severance (a) For good and for other valuable consideration, you including the Company’s agreement to provide the consideration set forth in Section 2(a), (c), and (e) of the Separation Agreement (and any portion thereof), Executive hereby knowingly forever releases, discharges and voluntarily release and forever discharge acquits the Company, its present and former subsidiaries and other affiliates, their respective successors, predecessors and assigns, and each of their the foregoing entities’ respective officerspast, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and agents representative capacities, as well as all employee benefit plans maintained by the Company or any of its affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Confirming Released Parties”) ), from liability for, and Executive hereby waives, any and all claims, suitsdamages, controversies, actions, or causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities action of any nature whatsoever in law and in equitykind related to Executive’s employment with any Confirming Released Party, both past and present (through the Release Date) and whether known or unknowntermination of such employment, suspected, or claimed against any ownership of the Released Parties that you may have, which arise out of Company and any other acts or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are omissions related to your rights any matter on or status as an owner prior to the time that Executive executes this Confirming Release, whether arising under federal or state laws or the laws of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”)other jurisdiction, including without limitation (i) any Claim arising under the following statues alleged violation through such date of: (eachA) any federal, as amended): Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act); , Title VII of the Equal Pay Civil Rights Act of 1963; 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, and the Americans with Disabilities Act of 1990; (B) the Executive Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under (G) any other federal, state or local civil or human rights wage and hour law, or under ; (H) the Securities Act of 1933; (I) the Securities Exhibit 10.31 Exchange Act of 1934; (J) the Investment Advisers Act of 1940; (K) the Investment Company Act of 1940; (L) the Private Securities Litigation Reform Act of 1995; (M) the Sarbxxxx-Xxxxx Xxx of 2002; (N) the Wall Street Reform and Consumer Protection Act of 2010; (O) any applicable state employment and securities laws; (P) any other local, state or federal law, regulation regulation, ordinance or ordinanceorders which may have afforded any legal or equitable causes of action of any nature; or under (Q) any public policy, contract or contract, tort, or under common law; law claim or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful dischargedefamation, breach emotional distress, fraud or misrepresentation of contract, infliction of emotional distress or defamationany kind; or (ii) any claim allegation for costs, fees fees, or other expenses, expenses including attorneys’ fees incurred in these matters. The foregoing release will not apply to in, or with respect to, a Further Released Claim; (iii) any rights you and all rights, benefits, or claims Executive may have under any employment contract (including the Severance Agreement), incentive or compensation plan or agreement or under any other benefit plan, program or practice; and (iv) any claim for compensation, damages or benefits of any kind not expressly set forth in the Separation Agreement (collectively, the “Further Released Claims”). This Confirming Release is not intended to indicate that cannot be waived as a matter any such claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that any and all potential claims of applicable lawthis nature that Executive may have against any of the Confirming Released Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES. b. You acknowledge and agree that, in (b) In no event shall the event that you Further Released Claims include (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local lawclaim that arises after Executive signs this Confirming Release, (ii) any claim to vested benefits under an employee benefit plan that is subject to ERISA or (iii) any claim to indemnification under the Indemnification Agreement that arises after Executive signs this Confirming Release. Further notwithstanding this release of liability, nothing in this Confirming Release prevents Executive from filing any non-legally waivable claim (including a challenge to the validity of this AgreementConfirming Release) with any Governmental Agencies or participating in any investigation or proceeding conducted by any Governmental Agency or cooperating with such an agency or providing documents or other information to a Governmental Agency; however, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines Executive understands and agrees that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law permitted by law, Executive is waiving any and all rights to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive recover any monetary award or other payment that you might become entitled to personal relief from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise a Confirming Released Party as a result of such different Governmental Agency proceeding or additional claims or factssubsequent legal actions. You agree that Further notwithstanding this Agreement will remain in effect as a general releaserelease of liability, notwithstanding any additional or different facts you may discover about the Claims that are released nothing in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Confirming Release limits Executive’s employmentright to receive an award for information provided to a Governmental Agency.

Appears in 1 contract

Samples: Separation and General Release Agreement (Comscore, Inc.)

Release of Claims. a. In consideration of the Severance and for other valuable consideration, you hereby knowingly and I voluntarily release and forever discharge the Company, its subsidiaries and affiliatesEmployers, their respective successorsaffiliated and related entities, predecessors their predecessors, successors and assigns, their employee benefit plans and each fiduciaries of their respective such plans, and the current and former officers, trustees, directors, shareholders, employees, representatives attorneys, accountants and agents (collectively, the “Released Parties”) from of any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”)) that, including as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation any Claim arising limitation, the release of all Claims: • relating to my employment by the Employers and the termination of my employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection ActMassachusetts General Laws Chapter 151B); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federalfederal or state statute; • of defamation or other torts; • of violation of public policy; • for wages, state bonuses, incentive compensation, vacation pay or local civil any other compensation or human rights lawbenefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or under any other local, state or federal law, regulation or ordinanceotherwise; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim and • for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees damages or other expensesremedies of any sort, including attorneys’ fees incurred in these matters. The foregoing including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release will shall not apply to any affect my rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local lawtax-qualified plan of any of the Employers in which I participate, (ii) challenge the validity of this Agreementfor other vested benefits, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement to indemnification and/or directors and officers insurance coverage or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in under the Employment Agreement. I agree that I shall not seek or accept damages of any nature, but excluding clauses (i) and (vii) other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the definition of Cause for purposes of such determination), you will forfeit your entitlement Releasees with respect to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are Claim released by this Agreement. You acknowledge I represent that you may hereafter discover claims I have not assigned to any third party and I have not filed with any agency or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into court any Claim released by this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Employment Agreement (Blue Hills Bancorp, Inc.)

Release of Claims. a. In consideration of for, among other terms, the Severance Amount and for other valuable considerationpayments and benefits described in Section 1, to which you acknowledge you would otherwise not be entitled, you hereby knowingly and voluntarily release and forever discharge each of the Company, its subsidiaries and affiliates, their respective successors, predecessors and assigns, Easterly Entities and each of their respective direct and indirect subsidiaries, equityholders, affiliates, predecessors, successors, assigns, their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, managers, partners, employees, attorneys, accountants, insurers, representatives and agents of each of the foregoing in their official and personal capacities (collectively, collectively referred to as the “Released PartiesReleasees”) generally from any and all claims, suits, controversies, actions, causes of action, cross-claimsin law or equity, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknownunknown whether arising under express or implied contract, suspectedpublic policy, or claimed against any of tort, the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity common law or any vested equity-equivalent in the Company federal, state or local statute, ordinance, regulation, constitutional provision or otherwise (collectively, “Claims”)) that, including as of the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation any Claim arising limitation, all 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, including, without limitation, under the following statues (eachEmployment Agreement; • of defamation or other torts; • of retaliation or discrimination under federal, as amended): state or local law, including, without limitation, Claims of discrimination or retaliation under the Age Discrimination in Employment Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federalfederal or state statute; • for wages, state bonuses, incentive compensation, commissions, severance, equity, incentive equity, participation in any equity program, vacation pay or local civil any other compensation or human rights lawbenefits, either under the Employment Agreement 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, this release shall not operate as, or under any other localbe construed as, state a release or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures waiver of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have and/or claims: (a) that cannot be released or waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (ib) file any charge, claim, demand, action with respect to unemployment or arbitration with regard to your employment with the Company, workers’ compensation and benefits, or termination (c) under this Agreement (including such rights and claims as an equityholder pursuant to the Equity Documents, as addressed hereby). Subject to Section 7 below, you agree not to accept damages of employment under any federalnature, state other equitable or local law, (ii) challenge the validity of this Agreement, (iii) breach legal remedies for your benefit or attorney’s fees or costs from any of the Restrictive Covenants or Releasees with respect to any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are Claim released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect As a material inducement to the subject matter of this Agreement and that, if known or suspected at the time of entering Company to enter into this Agreement, may you represent you have materially affected this Agreement and your decision not assigned any Claim to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or factsthird party. You agree that acknowledge and understand this Agreement will remain in effect as release is a general release, notwithstanding and this means you are giving up your right to sue the Releasees for any additional or different facts you may discover about and all claims, including but not limited to the Claims that are released specific claims referenced in this Section 2. You acknowledge, agree and represent, except as expressly provided in this Agreement. You agree that it is your intention hereby to fully, finallythe Company and its direct and indirect parent entities and subsidiaries each has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, equity, incentive equity, participation in any equity program, vesting, and forever settle any and release all possible claims you may have against other benefits and compensation due to you. For the Company. Further, it is expressly understood that notwithstanding the discovery or existence purpose of any such additional or different claims or facts, the releases given herein shall be and remain in effect as implementing a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate you expressly acknowledge the release given herein is intended to include, without limitation, claims you did not know or suspect to exist at the time this Agreement is executed, regardless of whether the knowledge of such claims, or the facts upon which they might be based, would materially have affected your decision to execute this Agreement (including this Section 2), and ample directors the consideration given under this Agreement is also for the release of those claims and officers contemplates the extinguishment of any such unknown claims. You hereby acknowledge and agree each of the Releasees is an intended third party beneficiary of this Section 2 and each Releasee (acting individually or in concert with any other Releasee) shall have the right to enforce the provisions of this Section 2. You acknowledge neither the offer of this Agreement by the Easterly Entities, nor any of the severance benefits described in Section 1, constitutes an admission of liability insurance coverage to Executive throughout or wrongdoing by any of the course Easterly Entities or any of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employmentother Releasees.

Appears in 1 contract

Samples: Transition and Separation Agreement and Release (Easterly Government Properties, Inc.)

Release of Claims. a. In exchange for the payments and other consideration of the Severance and for other valuable considerationunder this Agreement to which you would not otherwise be entitled, you hereby knowingly and voluntarily release release, acquit, and forever discharge the Company, its subsidiaries parents and affiliates, their respective successors, predecessors and assignssubsidiaries, and each of their respective officers, directors, agents, servants, employees, representatives attorneys, shareholders, partners, successors, assigns, affiliates, customers, and agents (collectively, the “Released Parties”) clients of and from any and all claims, suitsliabilities, controversies, actionsdemands, causes of action, cross-claimscosts, counter-claimsexpenses, demandsattorneys' fees, debts, compensatory damages, liquidated damagesindemnities and obligations of every kind and nature, punitive or exemplary damagesin law, other damages, claims for costs and attorneys’ feesequity, or liabilities of any nature whatsoever in law otherwise, known and in equity, both past and present (through the Release Date) and whether known or unknown, suspectedsuspected and unsuspected, or claimed against any of the Released Parties that you may havedisclosed and undisclosed, which arise arising out of or are in any way related to agreements, events, acts or conduct at any time prior to and including the date this Agreement is executed, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment, or termination of employment, employment with the Company other than those or the termination of that arise out of employment; claims or are demands related to your rights or status as an owner of vested equity salary, bonuses, commissions, stock, stock options, or any vested equity-equivalent other ownership interests in the Company (collectivelyCompany, “Claims”)vacation pay, including without limitation fringe benefits, expense reimbursements, severance pay, or any Claim arising under other form of compensation; claims pursuant to any federal, state or local law, statute or cause of action including, but not limited to, the following statues (each, as amended): Title VII of the federal Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the federal Age Discrimination in Employment Act of 1967 1967, as amended (including the Older Workers Benefit Protection Act"ADEA"); the Equal Pay Act of 1963; the federal Americans with Disabilities Act of 1990; the Family California Fair Employment and Medical Leave Act of 1993Housing Act, as amended; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common tort law; or arising under any policies, practices or procedures contract law; wrongful discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the Company or any implied covenant of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable lawgood faith and fair dealing. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation Agreement (Aspect Communications Corp)

Release of Claims. a. In For and in consideration of the Severance promises, covenants, and for warranties contained herein, and other good and valuable consideration, you the sufficiency of which is hereby knowingly expressly acknowledged, on behalf of himself, his heirs, administrators, executors, successors and voluntarily release assigns, Executive does hereby release, remise, acquit and forever discharge the Company and each of Company's successors, its subsidiaries and assigns, subsidiaries, affiliates, their respective successors, predecessors and assignsparent corporations, and each and all of their Company's respective past and present officers, directors, agents, servants, employees, representatives and agents (collectivelyattorneys, the “Released Parties”) from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claimsrights, demands, debtsclaims, compensatory damages, liquidated damageslosses, punitive or exemplary damagescosts, other damagesexpenses, actions and causes of action whatsoever, including but not limited to claims for costs and attorneys’ feescompensation, stock options, stock rights, wages, benefits, bonuses, breach of contract, intentional infliction of emotional distress, defamation, or liabilities of any nature whatsoever in law and in equity, both past and present (through the Release Date) and whether known other torts or unknown, suspectedpersonal injury, or claimed against claims under any of the Released Parties that you may havemunicipal, which arise out of state or are connected with your employmentfederal statute, regulation or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”)ordinance, including without limitation any Claim arising under the following statues (each, as amended): Title VII of the but not limited to The Civil Rights Act of 1964; the Civil Rights Act of Acts 1866, 1871, 1964 and 1991; , the Age Discrimination in Employment Act of 1967 (including 1967, the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; , the Americans with Disabilities Act of 1990; Act, The Rehabilitation Act, the Family and Medical Leave Act of 1993; Act, the Worker Adjustment Retraining and Notification Fair Labor Standards Act; , the Employee Retirement Income Security Act of 1974; , the Fair Labor Standards Occupational and Safety and Health Act; or their state or local counterparts; or under any other federal, state or local civil or human rights lawthe Immigration Reform and Control Act of 1986, Georgia's fair employment practices laws, or under any other local, state claims in tort or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of in contract, infliction at law or in equity known or unknown, contingent or fixed, suspected or unsuspected, arising out of emotional distress or defamation; or in any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply way related to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your Executive's employment with the Company, compensation and benefits, or termination of employment with Company, and/or any other matter or claim occurring or existing at any time from the beginning of time through the date of the execution of this Agreement. Employee understands and agrees that by signing this Agreement, he is giving up any right which he may have under any federal, state state, or local municipal law, and is hereby covenanting not to file complaints or lawsuits or to assert any claims against Company or any affiliates, directors or employees concerning any events relating to his employment or termination of employment with Company. Executive understands that he shall have the right to have twenty-one (21) days from the date of receipt of this Agreement to review this document, and within seven (7) days of signing this agreement to revoke this Agreement. Employer agrees and Employee understands that he does not waive any rights or claims that may arise after the date this Agreement is executed. The parties have had access to legal counsel of their choosing, and they acknowledge they fully understand the terms and conditions herein and agree to be bound and subject thereto. Executive's release hereunder does not release Company from any of its obligations under: (i) this Separation and Non-Competition Agreement, (ii) challenge the validity of this AgreementManhattan Associates Stock Option Plan, or (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Indemnification Agreement or (iv) the between Company determines thatand Executive dated September 2, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid2004. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation and Non Competition Agreement (Manhattan Associates Inc)

Release of Claims. a. In consideration of for the Severance benefits and for other valuable considerationpromises contained herein, you and as a material inducement to the Company to enter into this Separation Agreement, Executive hereby knowingly knowingly, voluntarily, and voluntarily release irrevocably and unconditionally releases and forever discharge discharges the CompanyCompany and all present and former directors, its subsidiaries and officers, agents, owners, shareholders, employees, representatives, attorneys, parent companies, divisions, subsidiaries, affiliates, their respective successorsassigns and successors (and all present and former agents, predecessors and assignsdirectors, and each of their respective officers, directorsowners, shareholders, employees, representatives and agents attorneys of such parent companies, divisions, subsidiaries and affiliates) and all persons acting by, through, under or in concert with any of them (collectively, the “Released Parties”) from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs costs, expenses and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the Release Datedate of this Separation Agreement) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties that you which Executive, or any of Executive’s heirs, executors, administrators or assigns, may have, which arise out of or are connected with your employmentExecutive’s employment with, or termination of employmentExecutive’s separation from, with the Company other than those Company. This Release expressly covers, without limitation, any and all any claims, allegations, or violations that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim arising Executive might raise under the following statues (each, as amended): Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Civil Rights Act of 1866, as amended; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliatesCompany; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or distress, defamation; or any claim for costs, fees fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”). The foregoing Executive represents that Executive has made no assignment or transfer of any Claim, cause of action, or other matter covered by Section 8 above. Executive agrees that this General Release does not waive or release will not apply to any rights you or claims that Executive may have under the Age Discrimination in Employment Act of 1967 which arise after the date Executive executes this Separation Agreement. In signing this General Release, Executive acknowledges and intends that cannot it shall be waived effective as a matter bar to each and every one of applicable law. b. You acknowledge and agree that, the Claims hereinabove mentioned or implied. Executive further agrees that in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as Executive should bring a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims Claim seeking damages against the Company, its officers and directors that relate or in the event Executive should seek to events that occurred during recover against the period of Company in any Claim brought by a governmental agency on Executive’s employmentbehalf, this General Release shall serve as a complete defense to such Claims. Executive agrees that if Executive violates this General Release by suing the Company or the other Released Parties, Executive will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees, and return all payments received by Executive pursuant to the Agreement.

Appears in 1 contract

Samples: Separation Agreement (Pike Electric CORP)

Release of Claims. a. In (a) Except as to the claims and rights referred to in paragraphs 4(b) and 4(c) below, in consideration of the Severance payments provided for in paragraph 3, Xxxxxxxxx voluntarily and for other valuable consideration, you hereby knowingly and voluntarily release releases and forever discharge the Companydischarges Federal-Mogul, its subsidiaries and subsidiaries, parent, affiliates, their respective successors, predecessors and assignsrelated entities, and each of their respective officersemployee benefit plans, and each of their shareholders, partners, directors, members, officers, employees, representatives trustees, administrators and agents (collectivelyfiduciaries, the “Released Parties”) and each of their successors and assigns, from any and all claims, suits, controversies, actionsdemands, causes of action, cross-claimsobligations, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever whatever kind, in law and in or equity, both past and present by statute or otherwise (through the Release Date) and all collectively referred to as “Claims”), that can be waived, whether known or unknown, suspectedasserted or unasserted, or claimed against any of the Released Parties that you may have, which arise arising out of or are connected with your employment, relating directly or indirectly in any way to his employment or termination of employment, employment or the terms and conditions of his employment with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity Federal-Mogul or any vested equity-equivalent in the Company (collectivelyparent, “Claims”)subsidiary, affiliated, or related entity, including but not limited to: (1) Claims of discrimination, harassment, retaliation, or failure to accommodate under any federal, state, or local law, without limitation any Claim arising under limitation, the following statues (eachAge Discrimination in Employment Act, as amended): Title VII of the Civil Rights Act of 1964; , Sections 1981 through 1988 of Title 42 of the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; United States Code, the Americans with Disabilities Act, the Equal Pay Act, the Older Workers Benefits Protection Act, and the Genetic Information Non-Discrimination Act of 1990; (as any such law was enacted or amended); (2) Claims under the Family Immigration Reform and Medical Leave Act of 1993; Control Act; (3) Claims under the Worker Adjustment Retraining Uniformed Services Employment and Notification Reemployment Rights Act; ; (4) Claims under the Employee Retirement Income Security Act of 1974; 1974 (excluding claims for vested benefits as set forth in paragraph 4(b) below); (5) Claims regarding leaves of absence, including, but not limited to, Claims under the Fair Family and Medical Leave Act; (6) Claims under the National Labor Standards Relations Act; ; (7) Claims under the Xxxxxxxx-Xxxxx Act or their state or local counterparts; or the Xxxx-Xxxxx Act; (8) Claims under any other federallocal or state law; (9) Claims for breach of contract (express or implied), state or local civil or human rights lawretaliation, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach detrimental reliance, invasion of contractprivacy, infliction of defamation, emotional distress or defamationcompensatory and/or punitive damages; or any claim and (10) Claims for attorneys’ fees, costs, fees or other expenses, including attorneys’ fees incurred in these mattersdisbursements and/or the like. The foregoing release will not apply to any rights you may have Xxxxxxxxx also acknowledges and agrees that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause Option Award (as defined in the Employment Agreement) has been forfeited and cancelled in accordance with its terms without the payment of any consideration thereunder. Initials Initials page 3 of 8 Pages By signing below, but excluding clauses (iXxxxxxxxx acknowledges that he cannot benefit monetarily or obtain other personal relief from any Claims released in this paragraph 4(a) and that he has waived any right to equitable relief that may have been available to him (viiincluding, without limitation, reinstatement) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to any Claim waived in this paragraph 4(a). His signature below acknowledges the subject matter fact that he is receiving payments that he would otherwise not be entitled to, that are sufficient consideration for the waiver of Claims herein, and that he will not be entitled to receive any other payments or benefits from Federal-Mogul apart from the payments described in paragraph 3. (b) By signing this Separation Agreement, Xxxxxxxxx is not releasing claims that arise after he signs this Separation Agreement; claims to enforce this Separation Agreement; claims relating to the enforceability, meaning, or effect of this Agreement and thatSepartion Agreement; claims or rights he may have to workers’ compensation or unemployment benefits; and/or claims or rights which cannot be waived by private agreement. (c) Additionally, if known or suspected at the time of entering into by signing this Separation Agreement, may have materially affected this Agreement and your decision Xxxxxxxxx is not waiving his right to enter into itfile a charge with, or participate in an investigation conducted by, any governmental agency, including, without limitation, the United States Equal Employment Opportunity Commission (EEOC). Nevertheless, you hereby waive any rightas set forth in paragraph 4(a) above, claim Xxxxxxxxx acknowledges that he cannot benefit monetarily or cause of action that might arise as a result of such different obtain damages or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence equitable relief of any kind from or through any such additional charge or different claims any action commenced by a government agency or facts, the releases given herein shall be and remain in effect as a full and complete release third party with respect to all Claims released hereunderclaims waived in paragraph 4(a). e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation Agreement (Federal Mogul Corp)

Release of Claims. a. In consideration By your acceptance of the Severance and for other valuable considerationthis Agreement by your signature below, you agree that except as otherwise set forth in this Agreement, you hereby knowingly and voluntarily release release, acquit and forever discharge the CompanyHyperfine and its parents, its subsidiaries affiliates and affiliates, their respective successors, predecessors and assignssubsidiaries, and each of all their respective officers, directors, agents, servants, employees, representatives attorneys, shareholders, successors and agents assigns (collectivelytogether, the “Released Parties”) of and from any and all claims, suitsliabilities, controversies, actionsdemands, causes of action, cross-claimscosts, counter-claimsexpenses, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities damages, indemnities and obligations of any nature whatsoever every kind and nature, in law and in law, equity, both past or otherwise, known and present (through the Release Date) and whether known or unknown, suspectedsuspected and unsuspected, or claimed against any of the Released Parties that you may havedisclosed and undisclosed, which arise arising out of or are in any way related to agreements, events, acts or conduct at any time prior to and including the date this Agreement is signed, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with Hyperfine or the termination of that employment; claims or demands related to salary, bonuses, commissions, stock, stock options, or termination of employmentany other ownership interests in Hyperfine, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity vacation pay, fringe benefits, expense reimbursements, severance pay, or any vested equity-equivalent in the Company (collectivelyother form of compensation; claims pursuant to any federal, “Claims”)state or local law, including without limitation statute or cause of action including, but not limited to, any Claim arising and all claims under the following statues (each, as amended): Title VII of the Civil Rights Act of 19641964 (Title VII); the Americans with Disabilities Act (ADA); the Family and Medical Leave Act (FMLA), the Fair Labor Standards Act (FLSA); the Equal Pay Act; the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits); the Civil Rights Act of 1991; the Age Discrimination in Employment Act Section 1981 of 1967 (including the Older Workers Benefit Protection Act)U.S.C. Title 42; the Equal Pay Fair Credit Reporting Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993(FCRA); the Worker Adjustment and Retraining Notification (WARN) Act; the Uniform Services Employment and Reemployment Rights Act (USERRA); the Genetic Information Nondiscrimination Act (GXXX); the Immigration Reform and Control Act (IRCA); the Illinois Human Rights Act (IHRA); the Illinois Right to Privacy in the Workplace Act; the Illinois Worker Adjustment and Retraining Notification Act; the Employee Retirement Income Security Act of 1974Illinois One Day Rest in Seven Act; the Fair Labor Standards Illinois Union Employee Health and Benefits Protection Act; the Illinois Employment Contract Act; the Illinois Labor Dispute Act; the Illinois Victims' Economic Security and Safety Act; the Illinois Whistleblower Act; the Illinois Equal Pay Act; the Illinois Biometric Information Privacy Act; the Illinois Constitution; as well as any claims under local statutes and ordinances that may be legally waived and released, including the Cook County Human Rights Ordinance, the Chicago Human Rights Ordinance; tort law; contract law; invasion of privacy; wrongful discharge; claims of discrimination or their state harassment based on sex, race, national origin, disability, or local counterparts; or under on any other federal, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinancebasis; or under any public policy, contract or tort, or under common lawretaliation; or arising under any policies, practices or procedures fraud; defamation; emotional distress; breach of the Company or any implied covenant of its subsidiaries or affiliatesgood faith and fair dealing; or any claim claims for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these mattersor costs; and/or claims for penalties. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this AgreementYOU UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and there is a risk that, if known or suspected at the time of entering into after signing this Agreement, you may learn information that might have materially affected this Agreement and your decision to enter into itthis Agreement. Nevertheless, you hereby waive You assume this risk and all other risks of any right, claim or cause of action that might arise as a result of such different or additional claims or factsmistake in entering into this Agreement. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreementis fairly and knowingly made. You agree that it is expressly waive and relinquish all rights and benefits under any law of any jurisdiction, including but not limited to Illinois, with respect to your intention hereby to fully, finally, and forever settle and release all possible of any unknown or unsuspected claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunderReleased Parties. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation Agreement (Hyperfine, Inc.)

Release of Claims. a. In consideration Effective as of the Severance date of your signature below, as a condition to receiving the Option Amendment, you, on behalf of yourself, and for other valuable considerationof your heirs, you hereby knowingly and voluntarily release and forever discharge the Companyexecutors, its subsidiaries and affiliatesadministrators, their respective successors, predecessors and assigns, hereby fully and each of their respective forever release and discharge the Company and its current, former and future parents, subsidiaries, affiliated companies, related entities, employee benefit plans, and its fiduciaries, predecessors, successors, officers, directors, employeesshareholders, representatives agents, employees and agents assigns (collectively, the “Released PartiesReleasees”) from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equitynature, both past and present (through the Release Date) and whether known or unknownunknown or fixed or contingent, suspected, or claimed against any up through the date of the Released Parties that you may haveyour execution of this Agreement, which arise you now have or may hereafter have against the Releasees, arising out of or that are connected with your employmentemployment with, or separation or termination of employmentfrom, with the Company other than those that arise out of and/or its affiliates or are related to your rights subsidiaries (including, but not limited to, any allegation, claim or status as an owner of vested equity or any vested equity-equivalent in the Company (collectivelyviolation, “Claims”), including without limitation any Claim arising under the following statues (each, as amended): under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any employment policies, practices or procedures of the Company or any of its affiliates, subsidiaries or affiliatessuccessors; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or distress, defamation; or any claim for costs, fees fees, or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply ); or any claim to any rights you may have that cannot be waived as receive a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard bonus pursuant to your employment with the Company’s 2022 annual bonus program (all of the foregoing collectively referred to herein as the “Claims”)). This release and waiver applies to, compensation and benefitsis intended to be a bar to, or termination all causes of employment under any federal, state or local law, (ii) challenge action that exist as of the validity date of this Agreement, whether known or unknown by you. You specifically acknowledge that you are aware of and familiar with the provisions of California Civil Code Section 1542 (iii) breach any of the Restrictive Covenants or any other laws of similar effect, domestic or foreign) which provide as follows: “A general release does not extend to claims that the covenants contained creditor or releasing party does not know or suspect to exist in this Agreement his or (iv) her favor at the Company determines thattime of executing the release, during your employment with the Company, you engaged in an act and that if known to him or omission that, if discovered during your employmenther, would have entitled materially affected his or her settlement with the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paiddebtor or released party. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter later discover claims causes of action or facts in addition to or different than from those that which you now know or believe to exist with respect to the subject matter of this Agreement and thatwhich, if known or suspected at the time of entering into executing this Agreement, may have materially affected this Agreement and your decision to enter into itits terms. Nevertheless, you hereby waive any right, claim or cause causes of action that might arise as a result of such different or additional claims causes of action or facts. You You, in consideration of the Option Amendment, agree and acknowledge that this Agreement will remain in effect as constitutes a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, knowing and forever settle voluntary waiver and release of all possible claims Claims you have or may have against the Company. FurtherCompany and/or any of the Releasees as set forth herein, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or factsincluding, the releases given herein shall be and remain in effect as a full and complete release with respect to but not limited to, all Claims released hereunder. e. Notwithstanding this releasearising under the Older Worker’s Benefit Protection Act and the Age Discrimination in Employment Act. In accordance with the Older Worker’s Benefit Protection Act, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.you are hereby advised as follows:

Appears in 1 contract

Samples: Acknowledgment and Release Agreement (Harmony Biosciences Holdings, Inc.)

Release of Claims. a. In exchange for the consulting arrangement, stock option vesting arrangement and other consideration of the Severance and for other valuable considerationunder this Agreement to which you would not otherwise be entitled, you hereby knowingly and voluntarily release release, acquit and forever discharge the Company, Company and its subsidiaries and affiliates, their respective successors, predecessors and assigns, and each of their respective officers, directors, agents, servants, employees, representatives attorneys, shareholders, successors, assigns and agents (collectivelyaffiliates, the “Released Parties”) of and from any and all claims, suitsliabilities, controversies, actionsdemands, causes of action, cross-claimscosts, counter-claimsexpenses, demandsattorneys fees, debts, compensatory damages, liquidated damagesindemnities and obligations of every kind and nature, punitive or exemplary damagesin law, other damages, claims for costs and attorneys’ feesequity, or liabilities of any nature whatsoever in law otherwise, known and in equity, both past and present (through the Release Date) and whether known or unknown, suspectedsuspected and unsuspected, or claimed against any of the Released Parties that you may havedisclosed and undisclosed, which arise arising out of or are in any way related to agreements, events, acts or conduct at any time prior to and including the date you sign this agreement, including but not limited to: any and all such claims Xxxxx Xxxxxx July 19, 2001 Page 5 and demands directly or indirectly arising out of or in any way connected with your employment, or termination of employment, employment with the Company other than those or the termination of that arise out of employment; claims or are demands related to your rights or status as an owner of vested equity salary, bonuses, commissions, stock, stock options, or any vested equity-equivalent other ownership interests in the Company (collectivelyCompany, “Claims”)vacation pay, including without limitation fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any Claim arising under other form of compensation; claims pursuant to any federal, state, local law, statute or cause of action including, but not limited to, the following statues (each, as amended): Title VII of the federal Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the federal Americans with Disabilities Act of 1990; the Family and Medical Leave federal Age Discrimination in Employment Act of 19931967, as amended ("ADEA"); the Worker Adjustment Retraining California Fair Employment and Notification Housing Act, as amended; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common tort law; or arising under any policies, practices or procedures contract law; wrongful discharge; discrimination; fraud; defamation; harassment; emotional distress; and breach of the Company or any implied covenant of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these mattersgood faith and fair dealing. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereundernot bar any claim for breach of the terms of this Agreement. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation and Consulting Agreement (Clarent Corp/Ca)

Release of Claims. a. (a) In consideration of the Severance payments to be made under Section 3(a) of the Transaction Bonus Agreement, Employee, on behalf of himself and for other valuable considerationEmployee’s heirs, you hereby knowingly executors, administrators, legal representatives, successors, beneficiaries, and voluntarily assigns, unconditionally release and forever discharge the Company, its subsidiaries and affiliates, their respective successors, predecessors and assignsReleased Parties from, and each of their respective officerswaive, directors, employees, representatives and agents (collectively, the “Released Parties”) from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive Claims that Employee has or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed may have against any of the Released Parties that you may havearising from Employee’s employment with the Company, which arise out of or are connected with your employment, the separation or termination of employmentthereof, with and any other acts or omissions occurring on or before the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or date Employee signs this Release. (b) The release set forth in Paragraph 3(a) includes, but is not limited to, any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim arising and all Claims under the following statues common law (eachtort, as amended): contract or other) of any jurisdiction; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Executive Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliatesCompany; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or distress, defamation; or any claim for costs, fees fees, or other expenses, including attorneys’ fees incurred in these matters. (c) In furtherance of this Release, Employee promises not to bring any Claims against any of the Released Parties in or before any court or arbitral authority. (d) Employee represents that Employee has made no assignment or transfer of any Claims covered by Paragraph 3(a) above. (e) In signing this Release, Employee acknowledges and intends that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. The foregoing Employee expressly consents that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release will not apply of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any rights you may other Claims hereinabove mentioned or implied. Employee acknowledges and agrees that this waiver is an essential and material term of this Release and that without such waiver the Company would not have agreed to the terms of the Transaction Bonus Agreement. Employee further agrees that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefitsEmployee should bring a Claim seeking damages against a Released Party, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreementevent Employee should seek to recover against any Released Party in any Claim brought by a governmental agency on Employee’s behalf, but excluding clauses (i) and (vii) of the definition of Cause for purposes of this Release shall serve as a complete defense to such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizationsClaims. As such, nothing in this Agreement Employee further agrees that Employee is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than pending charge or complaint of the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts type described in addition to or different than those that you now know or believe to exist with respect to Paragraph 3(b) as of the subject matter execution of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunderRelease. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Transaction Bonus Agreement (Whole Earth Brands, Inc.)

Release of Claims. a. In exchange for the severance benefits and other consideration under this Agreement to which you would not otherwise be entitled, you, on behalf of the Severance yourself, your descendants, ancestors, dependents, heirs, executors, administrators, personal representatives, assigns, and for other valuable considerationsuccessors, you past and present, and each of them, hereby knowingly and voluntarily release fully release, acquit and forever discharge the Company, Company and its subsidiaries and affiliates, their respective successors, predecessors and assigns, and each of their respective officers, directors, employees, representatives stockholders, representatives, agents, attorneys, insurers, successors, assigns and agents affiliates, past and present, and each of them, in their individual and business capacities, (collectively, collectively the “Released Parties”) of and from any and all claims, suitsliabilities, controversies, actionsdemands, causes of action, cross-claimscosts, counter-claimsexpenses, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity or liabilities of any nature whatsoever in law otherwise, known and in equity, both past and present (through the Release Date) and whether known or unknown, suspectedsuspected and unsuspected, or claimed against any of the Released Parties that you may havedisclosed and undisclosed, which arise arising out of or are in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands arising out of or in any way connected with your employment, or termination of employment, employment with the Company other than those or the termination of that arise out of employment; claims or are demands related to your rights or status as an owner of vested equity fringe benefits, stock, stock options or any vested equity-equivalent other ownership interest in the Company (collectivelyincluding claims for fraud, “Claims”misrepresentation, breach of fiduciary duty, or breach of any duty imposed by state corporate or federal securities laws), including without limitation severance pay,; and claims for damages, attorneys’ fees, costs or other relief pursuant to any Claim arising under the following statues (eachfederal, as amended): Title VII state or local law, statute, or cause of action including, but not limited to, alleged violations of the federal Civil Rights Act of 1964, as amended, the federal Americans with Disabilities Act of 1990; the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Worker Adjustment and Retraining Notification Act; or their state or local counterpartsthose provisions of the California Labor Code which may lawfully be released; or the California Business & Professions Code; the California Fair Employment and Housing Act, as amended; tort law, contract law, common law, public policy and the law of wrongful discharge, discrimination, harassment, fraud, defamation, emotional distress, and breach of the implied covenant of good faith and fair dealing; any claim under any other federal, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinanceordinance which may lawfully be released; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, expenses including attorneys’ fees incurred in any of these matters. The foregoing release will not apply matters (collectively, “Released Claims”). a. You expressly waive your right to recovery of any rights type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by you may have that cannot be waived as a matter of applicable lawor on your behalf, related in any way to the matters released herein. b. You The parties acknowledge and agree that this general release is not intended to bar any claims that, in the event that you (i) by statute, may not be waived, such as your right to file any charge, claim, demand, action or arbitration with regard to your employment a charge with the CompanyNational Labor Relations Board or Equal Employment Opportunity Commission and other similar government agencies, claims for workers’ compensation and benefits or unemployment insurance benefits, or termination of employment under as applicable, and any federal, state or local law, (ii) challenge to the validity of your release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Agreement. c. You represent that, as of the date of this Agreement, (iii) breach you have not filed any of lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against the Restrictive Covenants Company or any of the covenants contained other Released Parties in any court or with any governmental agency regarding the matters released in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent and warrant to the Company that there are no other individuals or entities to whom or to which you have assigned any of the Released Claims and you are not aware the sole and lawful owner of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts all right, title and interest in addition to or different than those that you now know or believe to exist with respect and to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunderReleased Claims. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Severance Agreement (Orchard Supply Hardware Stores Corp)

Release of Claims. a. In consideration of the Severance and for other valuable consideration, you hereby knowingly and The Executive voluntarily release releases and forever discharge discharges the Company, its subsidiaries affiliated and affiliatesrelated entities, their respective successorspredecessors, predecessors successors and assigns, their employee benefit plans and each fiduciaries of their respective such plans, and the current and former officers, directors, shareholders, employees, representatives attorneys, accountants and agents (collectively, the “Released Parties”) from of any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company unknown (collectively, “Claims”)) that, including as of the date when the Executive signs this Agreement, the Executive has, ever had, claims to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation any Claim arising limitation, the release of all Claims: • relating to the Executive’s employment by the Company and the termination of such employment; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; the Civil Rights Act 1964 and Claims of 1991; the Age Discrimination in Employment Act any form of 1967 (including the Older Workers Benefit Protection Actdiscrimination or retaliation that is prohibited by Massachusetts law); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil city statute or human rights lawregulation; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive compensation, paid time off or any other compensation or benefits; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; ACTIVE/86576310.2 The Executive agrees that he shall not seek or accept damages of any nature, other equitable or legal remedies for his own benefit, attorney’s fees, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach costs from any of the Restrictive Covenants or Releasees with respect to any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are Claim released by this Agreement. You acknowledge He further represents that you may hereafter discover claims he has not assigned to any third party and he has not filed with any agency or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into court any Claim released by this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Employment Agreement (Proteostasis Therapeutics, Inc.)

Release of Claims. a. In consideration of for, among other terms, the Company’s offer to continue to employ you during the Termination Period and the Severance and for other valuable considerationBenefits, to which you acknowledge you would otherwise not be entitled, you hereby knowingly and voluntarily release and forever discharge the Company, its subsidiaries affiliated and affiliatesrelated entities, its and their respective successorspredecessors, predecessors successors and assigns, its and each of their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, representatives attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively, collectively referred to as the “Released PartiesReleasees”) generally from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs damages and attorneys’ fees, or liabilities of any nature whatsoever in law every name and in equitynature, both past and present (through the Release Date) and whether known or unknownunknown (“Claims”) that, suspectedas of the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Released Parties Releasees. This release includes, without limitation, all Claims: • relating to your employment by the Company and the decision that you may have, which arise out of or are connected with your employment, or termination of employment, employment with the Company will end no later than April 4, 2017; • of wrongful discharge or violation of public policy; • of breach of contract; • of defamation or other than those that arise out torts; • of retaliation or are related to your rights discrimination under federal, state or status as an owner local law (including, without limitation, Claims of vested equity discrimination or any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim arising retaliation under the following statues (eachAge Discrimination in Employment Act, as amended): the Americans with Disabilities Act, and Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; • under any other federal or state statute (including, without limitation, Claims under the Fair Labor Standards Act); or their state or local counterparts; or under any other federal• for wages, state or local civil or human rights lawbonuses, or under any other localincentive compensation, state or federal lawcommissions, regulation or ordinance; or under any public policyadditional stock grants, contract or tortunvested stock options, or under common law; or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC vacation pay or any other such governmental entity compensation or selfbenefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§148-regulatory organization150C, or otherwise; and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award damages or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware remedies of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executiveattorney’s employment.fees;

Appears in 1 contract

Samples: Transition Agreement (Inotek Pharmaceuticals Corp)

Release of Claims. a. In consideration of the Severance For good and for other valuable consideration, you including the Company's entry into this agreement and making Executive eligible for the consideration set forth above, Executive hereby knowingly forever releases, discharges and voluntarily release and forever discharge acquits the Company, its present and former subsidiaries and other affiliates, their respective successors, predecessors and assigns, and each of their the foregoing entities' respective officerspast, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and agents representative capacities, as well as all employee benefit plans maintained by the Company or any of its affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the "Released Parties”) "), from liability for, and Executive hereby waives, any and all claims, suitsdamages, controversies, actions, or causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities action of any nature whatsoever in law and in equitykind, both past and present (through the Release Date) and whether known or unknown, suspectedsuspected or unsuspected, disclosed or claimed against undisclosed, direct or derivative, related to or arising from Executive's employment or engagement with any Released Party, Executive's status as a shareholder of Rentrak Corporation or the Company or any other Released Party, ownership of the Company, Rentrak Corporation or any other Released Parties that you may have, which arise out of Party and any other acts or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are omissions related to your rights any matter on or status as an owner prior to the time that Executive executes this Agreement, whether arising under federal or state laws or the laws of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”)other jurisdiction, including without limitation (i) any Claim arising under the following statues alleged violation through such date of: (eachA) any federal, as amended): state or local anti-discrimination or anti-retaliation law, including Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; , Sections 1981 through 1988 of Title 42 of the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; United States Code, and the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 ("ERISA"); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under (G) any other federal, state or local civil or human rights wage and hour law, or under ; (H) the Securities Act of 1933; (I) the Securities Exchange Act of 1934; (J) the Investment Advisers Act of 1940; (K) the Investment Company Act of 1940; (L) the Private Securities Litigation Reform Act of 1995; (M) the Sarbxxxx-Xxxxx Xxx of 2002; (N) the Wall Street Reform and Consumer Protection Act of 2010; (O) any applicable state employment and securities laws; (P) any other local, state or federal law, regulation regulation, ordinance or ordinanceorders which may have afforded any legal or equitable causes of action of any nature; or under (Q) any public policy, contract or contract, tort, or under common law; law claim or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful dischargedefamation, breach emotional distress, fraud or misrepresentation of contract, infliction of emotional distress or defamationany kind; or (ii) any claim allegation for costs, fees fees, or other expenses, expenses including attorneys' fees incurred in, or with respect to, a Released Claim; and (iii) any and all rights, benefits, or claims Executive may have under any employment-related contract (including the Severance Agreement), and any incentive or compensation plan or agreement or under any other benefit plan, program or practice not expressly set forth in these mattersthis Letter (collectively, the "Released Claims"). The foregoing release will This Letter is not apply intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for any consideration received by Executive hereunder, any and all potential claims of this nature that Executive may have against any of the Released Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES. Executive is not waiving any rights you Executive or Executive's successors may have to: (i) Executive's own vested and accrued employee benefits under the Company's health, incentive or retirement benefits plans that are governed by ERISA as of the date of execution of this Letter; (ii) pursue rights or claims which first arise after the date on which Executive signs this Letter; (iii) indemnification and defense for acts performed in the course and scope of Executive's employment or as a member of the Board pursuant to the terms of the Indemnification Agreement; (iv) pursue claims which by law cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you by signing this Letter; or (iv) file any charge, claim, demand, action pursue claims to enforce or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this AgreementLetter. Executive and the Company jointly acknowledge and agree that the general and special releases given by Executive hereunder, (iii) breach any although given contemporaneously with the execution of this Letter, shall be rendered null and void and this Letter may be rescinded if the Restrictive Covenants or any of Company does not fulfill its obligations to provide Executive with the covenants contained consideration set forth in this Agreement or Letter. Further notwithstanding this release of liability, nothing in this Letter prevents Executive from filing any non-legally waivable claim (ivincluding a challenge to the validity of this Letter) the Company determines that, during your employment with the CompanyEqual Employment Opportunity Commission ("EEOC") or other governmental agency, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to including the Securities and Exchange Commission (the “SEC”collectively, "Governmental Agencies") or its Office of participating in any investigation or proceeding conducted by the Whistleblower, as well as certain EEOC or other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, Governmental Agency or from cooperating with such an agency or reporting violations toproviding documents or other information to a Governmental Agency; however, Executive understands and agrees that, to the SEC or extent permitted by law, Executive is waiving any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you all rights to waive recover any monetary award or other payment that you might become entitled to personal relief from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise a Released Party as a result of such different EEOC or additional claims other Governmental Agency proceeding or factssubsequent legal actions. You agree that Further notwithstanding this Agreement will remain in effect as a general releaserelease of liability, notwithstanding any additional or different facts you may discover about the Claims that are released nothing in this AgreementLetter limits Executive's right to receive an award for information provided to a Governmental Agency. You agree Executive represents that it is your intention hereby to fullyExecutive has not engaged in any breach of fiduciary duty, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence breach of any such additional duty of loyalty or different claims disclosure, fraudulent activity, unlawful or factstortious activity or criminal activity, the releases given herein shall be and remain in effect as a full and complete release each case: (i) towards or with respect to all Claims released hereunder. e. Notwithstanding this release, the Company has provided appropriate and ample directors and officers liability insurance coverage or any other Released Party; or (ii) with respect to Executive throughout any action or omission undertaken (or that was failed to be undertaken) in the course of his employment employment, engagement or affiliation with any Released Party. In reliance upon, and such coverage will continue to cover Executive conditioned upon, Executive's representations and covenants contained in this Letter, as further consideration for any claims against this Letter, the Company, on its officers own behalf and directors on behalf of any person or entity purporting to act on its behalf, hereby releases and forever discharges Executive from any and all claims now known to it that relate could be asserted against Executive and that pertain to events or arise from Executive's employment relationship with the Company and its subsidiaries. Notwithstanding the foregoing, the Company is not waiving or releasing Executive from: (A) any claims, in law or equity, arising from or relating to any act, action, or omission by Executive that was unlawful, that was, based on clear and convincing evidence, not undertaken in good faith, or that was, based on clear and convincing evidence, not reasonably believed to be in the best interests of the Company or any other Released Party, (B) the Company's or any other Released Party's future ability to sue or take other action to enforce this Letter, (C) any claim where such a release would cause the loss of insurance coverage or indemnity protection otherwise potentially available to cover the loss, or (D) a breach of a fiduciary or other common law duty. Executive represents and warrants that as of the date on which Executive signs this Letter, Executive has not filed any claims, complaints, charges, or lawsuits against any of the Released Parties with any Governmental Agency or with any state or federal court or arbitrator for or with respect to a matter, claim, or incident that occurred during or arose out of one or more occurrences that took place on or prior to the period time at which Executive signs this Letter. Executive further represents and warrants that Executive has made no assignment, sale, delivery, transfer or conveyance of any rights Executive has asserted or may have against any of the Released Parties with respect to any Released Claim. Executive expressly acknowledges and agrees that (i) Executive has carefully read this Letter and had sufficient time to consider it; (ii) Executive is receiving, pursuant to this Letter, consideration in addition to anything of value to which Executive is already entitled; (iii) Executive has been advised, and hereby is advised in writing, to discuss this Letter with an attorney of Executive’s employment's choice and Executive has had an adequate opportunity to do so prior to executing this Letter; (iv) Executive fully understands the final and binding effect of this Letter; the only promises made to Executive to sign this Letter are those contained herein; and Executive is signing this Letter knowingly, voluntarily and of Executive's own free will, and Executive understands and agrees to each of the terms of this Letter; (v) the only matters relied upon by Executive and causing Executive to sign this Letter are the provisions set forth in writing within the four corners of this Letter (and those provisions of the NDA (as defined below) and Severance Agreement and Indemnification Agreement referenced herein); (vi) no Released Party has provided any tax or legal advice to Executive regarding this Letter and Executive has had an adequate opportunity to receive sufficient tax and legal advice from advisors of Executive's own choosing such that Executive enters into this Letter with full understanding of the tax and legal implications thereof; and (vii) each Released Party that is not a signatory to this Letter shall be a third-party beneficiary of Executive's releases, representations, and covenants herein and shall be entitled to enforce such releases, representations, and covenants as if a party hereto. In entering into this Letter, Executive expressly acknowledges and agrees that Executive has received all leaves (paid and unpaid) that Executive was entitled to receive from the Company or any other Released Party through the date on which Executive signs this Letter. Executive further acknowledges and agrees that, aside from the consideration to be provided to Executive by the Company pursuant to the terms of this Letter, Executive has received all wages, bonuses and other compensation, been provided all benefits and been afforded all rights and been paid all sums that Executive has been owed by the Company or any other Released Party through the date on which Executive signs this Letter.

Appears in 1 contract

Samples: Employment Agreement (Comscore, Inc.)

Release of Claims. a. In Specifically in consideration of the Severance severance pay and benefits described in Employment Agreement, entered into as of __________ ___, 2018 (the “Employment Agreement”) to which I would not otherwise be entitled, by signing this Release of Claims, I, for other valuable considerationmyself and anyone who has or obtains legal rights or claims through me, you agree to the following: a. Except as otherwise provided in Subparagraphs (b) through (f) of this Section 1, I hereby knowingly and voluntarily release release, agree not to xxx, and forever discharge the Company, its subsidiaries Xxxxxxxxxxx & Banks (as defined below) of and affiliates, their respective successors, predecessors and assigns, and each of their respective officers, directors, employees, representatives and agents (collectively, the “Released Parties”) from any and all manner of claims, suits, controversiesdemands, actions, causes of action, cross-administrative claims, counter-claimsliability, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for punitive and liquidated damages, claims for attorney's fees, costs and attorneys’ feesdisbursements, individual or class action claims, or liabilities demands of any nature whatsoever in law and in equitykind whatsoever, both past and present (through the Release Date) and I have or might have against them or any of them, whether known or unknown, suspectedin law or equity, contract or claimed against tort, from the beginning of time through the date of my signing this Release of Claims, including, without limitation, any of the Released Parties that you may have, which arise claims arising out of or are connected in connection with your my employment with Xxxxxxxxxxx & Banks, or the termination of that employment, or termination otherwise. This release includes, without limiting the generality of the foregoing, any claims I may have for wages, bonuses, commissions, penalties, deferred compensation, equity, paid time off, severance benefits, employee 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, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim arising under violation of the following statues (eachUnited States Constitution, as amended): the Minnesota Constitution, the Age Discrimination in Employment Act, 29 U.S.C, § 621 et seq., the Older Worker Benefit Protection Act, the Minnesota Human Rights Act, Minn. Stat § 363A01 et seq., Title VII of the Civil Rights Act of 1964; Act, 42 U.S.C., § 2000 et seq., the Civil Rights Act of 1991; American with Xxxxxxxxxxxx Xxx, 00 X.X.X., § 00000 et seq., the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Occupational Safety and Health Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; , the Employee Retirement Income Security Act of 1974; , 29 U.S.C. §1001 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., or any other state or federal law providing for employee leaves, the Consolidated Omnibus Reconciliation Act ("COBRA"), the National Labor Relations Act, 29 U.S.C. § 151 et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq., The Fair Labor Standards Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, 15 U.S.C. § 7201 et seq., any state or federal whistleblower laws, the Xxxx-Xxxxx Act Wall Street Reform and Consumer Protection Act, any claim arising under Minn. Stat. Chapter 177 and 181, Minn. Stat. § 176.82, and any claim for retaliation, harassment or discrimination based on sex, race, color, creed, religion, national origin, marital status, sexual orientation, disability, status with regard to public assistance, military status or any other protected class, or sexual or other harassment. I hereby waive any and all relief not provided for in the Employment Agreement. I understand and agree that, by signing this Release of Claims, except as otherwise provided in Subparagraphs (b) through (f) of this Section 1, I waive and release any past, present, or future claim against Xxxxxxxxxxx & Banks. Without limiting the generality of the foregoing, the Release of Claims also includes, but is not limited to, any claims I currently have, or may have based on events occurring on or before the date of this Release of Claims, with respect to (i) the exercise of stock options to acquire shares of the Company's Common Stock, and/or any subsequent sales of such shares of Common Stock; or their state or local counterparts; or under any other federal, state or local civil or human rights law(ii) the inability to exercise, or under the prohibition on the exercise of, options to acquire shares of the Company's Common Stock, and/or the subsequent inability to sell, or prohibition on the sale of, the shares of Common Stock acquired thereby; and (iii) the inability to purchase or sell, or the prohibition on the sale of or purchase and sale of, shares of the Company's Common Stock. b. Nothing in this Release of Claims prevents the future exercise of vested options to acquire shares of the Company's Common Stock and to sell the shares of Common Stock acquired thereby in a manner consistent with the terms of the Company's stock option plans, the agreements pursuant to which the options were awarded, the Company's Stock Trading Policy (to the extent then applicable to me) and all governing legal standards. c. This Release of Claims does not right affect my right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company. If I file, or have filed on my behalf, a charge, complaint, or action, I agree that the payments and benefits described in my Employment Agreement is in complete satisfaction of any and all claims in connection with such charge, complaint, or action and I waive, and agree not to take, any award of money or other damages from such charge, complaint, or action. d. This Release of Claims does not prohibit me from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Securities and Exchange Commission ("SEC"), or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Nothing in the Employment Agreement, my continuing obligations under the Employment Agreement, or this Release of Claims requires me to seek prior authorization of the Company to make any such reports or disclosures and I do not need and I am not required to notify the Company that I have made any such reports or disclosures. This Release of Claims is not intended to and does not restrict me from seeking or obtaining a whistleblower award from the SEC. e. I am not, by signing this Release of Claims, releasing or waiving my rights to pursue: (1) any vested interest I may have in any 401(k) plan, profit sharing plan or health benefit plan as to which I currently have pending claims outstanding by virtue of my employment with Xxxxxxxxxxx & Banks, (2) any rights or claims that may arise after this Release of Claims is signed, (3) the post­employment payments, benefits and other rights specifically promised to me under the Employment Agreement or (4) any other right that may not be waived as a matter of law, regulation such as workers’ compensation or ordinance; or under unemployment benefits. f. This Release of Claims does not release any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures obligation of the Company or any of its subsidiaries or affiliates; affiliates under their respective governing or organizational documents or director or officer indemnification agreements to defend and indemnify me in accordance with the terms thereof, or any claim insurance policy providing for wrongful dischargecoverage with respect thereto. x. Xxxxxxxxxxx & Banks, breach as used in this Release of contractClaims, infliction shall mean Xxxxxxxxxxx & Banks Corporation and its subsidiaries, divisions, affiliated or related entities, insurers, and its and their present and former officers, directors, shareholders, trustees, employees, agents, attorneys, representatives and consultants, and the successors and assigns of emotional distress each, whether in their individual or defamation; official capacities, and the current and former trustees or administrators of any claim for costs, fees pension or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply benefit plan applicable to any rights you may have that cannot be waived as a matter the employees or former employees of applicable law. b. You acknowledge and agree thatXxxxxxxxxxx & Banks, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation their official and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paidindividual capacities. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Employment Agreement (Christopher & Banks Corp)

Release of Claims. a. In exchange for the payments and other consideration of the Severance and for other valuable considerationunder this Agreement to which you would not otherwise be entitled, you hereby knowingly and voluntarily release release, acquit, and forever discharge the Company, its subsidiaries parents and affiliates, their respective successors, predecessors and assignssubsidiaries, and each of their respective officers, directors, agents, servants, employees, representatives attorneys, shareholders, partners, successors, assigns, affiliates, customers, and agents (collectively, the “Released Parties”) clients of and from any and all claims, suitsliabilities, controversies, actionsdemands, causes of action, cross-claimscosts, counter-claimsexpenses, demandsattorneys' fees, debts, compensatory damages, liquidated damagesindemnities and obligations of every kind and nature, punitive or exemplary damagesin law, other damages, claims for costs and attorneys’ feesequity, or liabilities of any nature whatsoever in law otherwise, known and in equity, both past and present (through the Release Date) and whether known or unknown, suspectedsuspected and unsuspected, or claimed against any of the Released Parties that you may havedisclosed and undisclosed, which arise arising out of or are in any way related to agreements, events, acts or conduct at any time prior to and including the date this Agreement is executed, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment, or termination of employment, employment with the Company other than those or the termination of that arise out of employment; claims or are demands related to your rights or status as an owner of vested equity salary, bonuses, commissions, stock, stock options, or any vested equity-equivalent other ownership interests in the Company (collectivelyCompany, “Claims”)vacation pay, including without limitation fringe benefits, expense reimbursements, severance pay, or any Claim arising under other form of compensation; claims pursuant to any federal, state or local law, statute or cause of action including, but not limited to, the following statues (each, as amended): Title VII of the federal Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the federal Age Discrimination in Employment Act of 1967 1967, as amended (including the Older Workers Benefit Protection Act"ADEA"); the Equal Pay Act of 1963; the federal Americans with Disabilities Act of 1990; the Family California Fair Employment and Medical Leave Act of 1993[LOGO] Housing Act, as amended; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common tort law; or arising under any policies, practices or procedures contract law; wrongful discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the Company or any implied covenant of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable lawgood faith and fair dealing. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation Agreement (Aspect Communications Corp)

Release of Claims. a. In consideration exchange for the payment to Employee of the Severance consideration detailed in this Agreement, Employee, for and for other valuable considerationon behalf of Employee and Employee’s heirs, you hereby knowingly and voluntarily release and forever discharge the Companyadministrators, its subsidiaries and affiliatesexecutors, their respective successors, predecessors and assigns, does hereby fully, forever, irrevocably and each of their respective unconditionally release and discharge NSM, including its past and present officers, directors, partners, members, parents, subsidiaries, divisions, affiliates, agents, employees, representatives shareholders, representatives, attorneys, predecessors, successors, assigns, and agents all persons acting by, through, under, or in concert with them (collectivelyhereinafter collectively referred to as "Releasees"), for anything that has occurred up to the “Released Parties”) from date of execution of this Agreement, including but not limited to, any and all claims, suits, controversies, actions, causes claims resulting from Employee’s employment with NSM and any and all claims relating to the administration or terms of action, cross-claims, counter-any employment or benefit plan or contract. This includes all claims, demands, debtsrights, compensatory damagesliabilities, liquidated damagesand causes of action of every nature and description whatsoever, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the Release Date) and whether known or unknown, suspectedwhether in tort, contract, statute, rule, ordinance, order, regulation, or claimed against otherwise, including, without limitation, any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim claims arising under the following statues (each, as amended): or based upon Title VII of the Civil Rights Act of 1964Act, as amended; the Civil Rights Act of 1991, as amended; Section 1981 of U.S.C. Title 42; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990Act, as amended; the Family and Medical Leave Act of 1993Act, as amended; the Worker Adjustment Retraining and Notification 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 19742002, as amended; the Fair Worker Adjustment and Retraining Notification Act, as amended; the Uniform Service Employment and Reemployment Rights Act, as amended; the Texas Labor Standards 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 their Local anti-discrimination statute, wage and hour statute, leave statute, equal pay statute and whistleblower statute; any federal or state or local counterpartsconstitutions; or under any other and all claims pursuant to federal, state or local civil or human rights law, or under any other local, state or federal law, regulation statute or ordinance; or under any public policyand all claims pursuant to contract, contract quasi contract, common law or tort; and claims that are known or unknown, suspected or unsuspected, concealed or hidden, or under common law; whether developed or arising under any policiesundeveloped, practices or procedures up through the date of the Company or any Employee’s execution of its subsidiaries or affiliates; or this Agreement. Employee does not release any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that which cannot be waived released by private agreement, such as a matter unemployment compensation claims, workers’ compensation claims, claims of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard entitlement to your employment with the Company, compensation and benefits, or termination of employment vested benefits under any federal401(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 Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Health and Safety Administration, Securities and Exchange Commission, the 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 any 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 class action under the Fair Labor Standards Act or similar or state or local law, (ii) challenge the validity and Employee agrees to opt-out of this Agreementany such collective or class action against NSM, (iii) breach any of the Restrictive Covenants to which Employee may be or any of the covenants contained in this Agreement become a party or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Companyclass member. The Company may preceding waivers do not retaliate against you include and employee has not waived Employee’s right to file an application for any of these activities, and nothing in this Agreement requires you or to waive any monetary accept a whistleblower award or other payment that you might become entitled to from the SEC or any other governmental entitypursuant to Section 21F of the Exchange Act. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Transition and Separation Agreement (Mr. Cooper Group Inc.)

Release of Claims. a. In consideration of the Severance and for other valuable considerationExcept as otherwise set forth in this Agreement, you Xx. Xxxxxxxxxxx hereby knowingly and voluntarily release releases, acquits and forever discharge discharges the Company, its subsidiaries and affiliates, their respective successors, predecessors and assigns, and each of their respective officers, directors, agents, attorneys, servants, employees, representatives shareholders, successors, assigns and agents (collectivelyaffiliates, the “Released Parties”) of and from any and all claims, suitsliabilities, controversies, actionsdemands, causes of action, cross-claimscosts, counter-claimsexpenses, demandsattorneys' fees, debts, compensatory damages, liquidated damagesindemnities and obligations of every kind and nature, punitive or exemplary damagesin law, other damages, claims for costs and attorneys’ feesequity, or liabilities of any nature whatsoever in law otherwise, known and in equity, both past and present (through the Release Date) and whether known or unknown, suspectedsuspected and unsuspected, or claimed against any of the Released Parties that you may havedisclosed and undisclosed, which arise arising out of or are in any way related to agreements, events, acts or conduct at any time prior to and including the execution date hereof, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with your employment, or termination of employment, Xx. Xxxxxxxxxxx'x employment with the Company other than those or the termination of that arise out of employment; claims or are demands related to your rights or status as an owner of vested equity salary, bonuses, commissions, stock, stock options, or any vested equity-equivalent other ownership interests in the Company (collectivelyCompany, “Claims”)vacation pay, including without limitation fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any Claim arising under other form of compensation; claims pursuant to any federal, state, local law, statute or cause of action including, but not limited to, the following statues (each, as amended): Title VII of the federal Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the federal Age Discrimination in Employment Act of 1967 1967, as amended (including the Older Workers Benefit Protection Act"ADEA"); the Equal Pay Act of 1963; the federal Americans with Disabilities Act of 1990; the Family California Fair Employment and Medical Leave Act of 1993Housing Act, as amended; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common tort law; or arising under any policies, practices or procedures contract law; wrongful discharge; discrimination; fraud; defamation; harassment; emotional distress; and breach of the Company or any implied covenant of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable lawgood faith and fair dealing. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Transition and Consulting Agreement (Cocensys Inc)

Release of Claims. a. In consideration of the Severance For good and for other valuable consideration, you including the Company’s agreement to provide the consideration set forth in Sections 2 and 3(b) (and any portions thereof), Employee hereby knowingly forever releases, discharges and voluntarily release and forever discharge acquits the Company, each of its present and former subsidiaries and other affiliates, their respective successors, predecessors and assigns, and each of their the foregoing entities’ respective officerspast, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and agents representative capacities, as well as all employee benefit plans maintained by the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Released Company Parties”) ), from liability for, and Employee hereby waives, any and all claims, suitsdamages, controversies, actions, or causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities action of any nature whatsoever in law and in equitykind related to Employee’s employment with any Company Party, both past and present (through the Release Date) and whether known or unknown, suspected, or claimed against any termination of the Released Parties that you may have, which arise out of or are connected with your such employment, and any other acts or termination of employment, with the Company other than those that arise out of or are omissions related to your rights any matter on or status as an owner prior to the time that Employee executes this Agreement, whether arising under federal or state laws or the laws of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”)other jurisdiction, including without limitation (i) any Claim arising under the following statues alleged violation through such date of: (eachA) any federal, as amended): Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; state or local anti-discrimination or anti- retaliation law, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act); , Title VII of the Equal Pay Civil Rights Act of 1963; 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, and the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under (G) any other federal, state or local civil or human rights wage and hour law, or under ; (H) any other local, state or federal law, regulation regulation, ordinance or ordinanceorders which may have afforded any legal or equitable causes of action of any nature; or under (I) any public policy, contract or contract, tort, or under common law; law claim or arising under any policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful dischargedefamation, breach emotional distress, fraud or misrepresentation of contract, infliction of emotional distress or defamationany kind; or (ii) any claim allegation for costs, fees fees, or other expenses, expenses including attorneys’ fees incurred in these matters. The foregoing release will not apply to in, or with respect to, a Released Claim; (iii) any rights you and all rights, benefits, or claims Employee may have under any employment contract, incentive or compensation plan or agreement or under any other benefit plan, program or practice, including the LTIP; and (iv) any claim for compensation, damages or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that cannot be waived as a matter of applicable law. b. You acknowledge and agree any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for any consideration received by Employee pursuant to Section 2 or 3(b), any and all potential claims of this nature that Employee may have against any of the event Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER b. Protected Disclosures/Actions. Despite any of the obligations stated in this Agreement (including Released Claims), Employee acknowledges and agrees that you neither this Agreement nor any other agreement or policy of the Company Parties shall prevent Employee from participating in the Protected Disclosures/Actions (i) file any chargeas defined below), claimincluding providing information to or filing a report, demandcharge or complaint, action or arbitration with regard including a challenge to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause Equal Employment Opportunity Commission (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination“EEOC”), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Department of Labor (“DOL”), National Labor Relations Board (“NLRB”), Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain any other governmental entities agency (each a “Governmental Agency”), from participating in any investigation or proceeding conducted by any governmental agency, or from any other protected whistleblower disclosure or action (collectively “Protected Disclosures/Actions”). Employee understands that this Agreement does not impose any condition precedent (such as prior notice to the Company or Company Parties), any penalty, or any other restriction or limitation adversely affecting Employee’s rights regarding any governmental agency disclosure, report, claim or investigation. Employee further understands that he may disclose his wages, hours, or other terms and self-regulatory organizationsconditions of employment in the exercise of any rights provided by the National Labor Relations Act. As such, nothing Employee acknowledges and agrees that he has waived in this Agreement is intended any right to prohibit you from disclosing recover any monetary relief or other personal remedies in any governmental agency or other action brought against the Company and Company Parties by him or on his behalf; however, Employee understands this Agreement todoes not limit his right to receive an award for information provided under any SEC program. 6. Representation About Claims. Employee represents and warrants that, as of the date on which Employee signs this Agreement, Employee has not filed any claims, complaints, charges, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate lawsuits against you for any of these activitiesthe Company Parties with any Governmental Agency or with any state or federal court or arbitrator for or with respect to a matter, and nothing in this Agreement requires you claim, or incident that occurred or arose out of one or more occurrences that took place on or prior to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by time at which Employee signs this Agreement. You acknowledge Employee further represents and warrants that you Employee has made no assignment, sale, delivery, transfer or conveyance of any rights Employee has asserted or may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist have against any of the Company Parties with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunderReleased Claim. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation Agreement (Riley Exploration Permian, Inc.)

Release of Claims. a. In The Executive agrees that, on behalf of himself and his heirs, legal representatives, successors and assigns (hereinafter, collectively, the “Executive Released Parties”), and each of them, for good and valuable consideration of the Severance and for other valuable considerationdoes hereby unconditionally, you hereby knowingly knowingly, and voluntarily release and forever discharge the CompanyCompany Released Parties (as defined below), its subsidiaries and affiliatesthe Company agrees that, their respective successors, predecessors on behalf of itself and assignsthe other Company Released Parties, and each of their respective officersthem, directorsfor good and valuable consideration, employeesdoes hereby unconditionally, representatives knowingly, and agents (collectively, voluntarily release and forever discharge the Executive Released Parties”) , from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-known or unknown claims, demands, debtsactions or causes of action that now exist or that may arise in the future, compensatory damages, liquidated damages, punitive based upon events occurring or exemplary damages, other damages, claims for costs and attorneys’ fees, omissions on or liabilities of any nature whatsoever in law and in equity, both past and present (through before the Release Date) and whether known or unknown, suspected, or claimed against any date of the Released Parties that you may haveexecution of this Agreement, which arise out including, but not limited to, any and all claims whatsoever pertaining in any way to the Executive's employment at the Company or the termination of or are connected with your the Executive's employment, or termination of employmentincluding, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or but not limited to, any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim arising under the following statues (eachclaims under, as amended): applicable: (1) the Americans with Disabilities Act; the Family and Medical Leave Act; Title VII of the Civil Rights Act of 1964Act; 42 U.S.C. Section 1981; the Civil Rights Act of 1991Older Workers Benefit Protection Act; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act1967, as amended; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Civil Rights Act of 1866, 1871, 1964, and 1991; the Rehabilitation Act of 1973; the Equal Pay Act of 1963; the Vietnam Veteran's Readjustment Assistance Act of 1974; the Occupational Safety and Health Act; or their state or local counterpartsand the Immigration Reform and Control Act of 1986; or under and any and all other federal, state or local civil laws, statutes, ordinances, or human rights lawregulations pertaining to employment, discrimination or pay; (2) any state tort law theories under which an action could have been brought, including, but not limited to, claims of negligence, negligent supervision, training and retention or defamation; (3) any claims of alleged fraud and/or inducement, including alleged inducement to enter into this Agreement; (4) any and all other tort claims; (5) all claims for attorneys' fees and costs; (6) all claims for physical, mental, emotional, and/or pecuniary injuries, losses and damages of every kind, including, but not limited to, earnings, punitive, liquidated and compensatory damages, and employee benefits; (7) any and all claims whatsoever arising under any of the Company Released Parties' or Executive Released Parties' express or implied contracts or under any other localfederal, state state, or federal local law, regulation or ordinance; or under any public policy, contract or tort, or under common lawregulation; or arising under (8) any policies, practices or procedures and all claims whatsoever against any of the Company Released Parties for wages, bonuses, benefits, fringe benefits, vacation pay, or other compensation or for any of its subsidiaries or affiliates; or any claim for wrongful dischargedamages, breach of contractfees, infliction of emotional distress or defamation; or any claim for costs, fees or other benefit; and (9) any and all claims whatsoever to reinstatement; provided , however , that, notwithstanding anything to the contrary contained herein, this Agreement does not cover and specifically excludes the Executive's rights and claims directly or indirectly arising from or under or related to (A) any obligation of the Company to provide the benefits or payments described in this Agreement, (B) any indemnification, advancement of expenses, including attorneys’ fees incurred in these mattersand/or contribution claims or rights that the Executive might have under any agreement, plan, program, policy, or arrangement of the Company and/or any other Company Released Parties (C) the Consolidated Omnibus Budget Reconciliation Act (COBRA), and (D) any vested Stock Options. The foregoing release will not apply to any rights you may have Executive and the Company also intend that cannot be waived this Section 8.1 operate as a matter waiver of applicable law. b. You acknowledge and agree thatall unknown claims of the type being released hereunder. The Executive warrants, in on the event one hand, that you (i) file he is currently unaware of any charge, such claim, demand, action or arbitration with regard to your employment with the Companyaction, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general releaseagainst any Company Released Party, notwithstanding any additional or different facts you may discover about and the Claims that are released in this Agreement. You agree Company hereby warrants, on the other hand, that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence currently unaware of any such additional claim, demand, action, or different claims cause of action against any Executive Released Party, which the Executive, or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, as appropriate, has not released pursuant to this Section 8 except for the rights and/or claims relating to the matters specifically excluded above. For purposes of this Section 8, “Company Released Parties” means, collectively, the Company and its officers present and directors that relate to events that occurred during the period former related companies, subsidiaries and affiliates, and all of Executive’s employmenttheir present and former employees, officers, directors, owners, shareholders, shareholders' employees, agents, attorneys, insurers, and operators, including in their individual capacity, and each of its and their successors and assigns.

Appears in 1 contract

Samples: Separation Agreement (Internal Fixation Systems, Inc.)

Release of Claims. a. (a) In consideration of the Severance benefits and payments provided for in Sections 4 and 5 of the Separation Agreement, Executive, for herself and for other valuable considerationher heirs, you administrators, representatives, executors, successors and assigns (collectively “Executive”), hereby knowingly releases, waives, discharges and voluntarily release gives up any and forever discharge all “Executive Claims” (as defined below) which Executive has or may have against the CompanyCompany and its parents, its affiliates (including Colony RIH), and subsidiaries and affiliates, their respective successors, predecessors and assigns, and each of their respective current and past shareholders, members, partners, officers, directors, employees, representatives attorneys, and agents agents, as well as any future successor or assign or estate of any of the foregoing (collectively, collectively the “Released PartiesCompany”) from arising on or prior to the Effective Date and that relate to the Company or any of its affiliated companies. For purposes of this Release, “Executive Claims” means any and all claimsactions, suitscharges, controversies, actionsdemands, causes of action, cross-claimssuits, counter-claimsrights, demands, and/or claims whatsoever for debts, compensatory sums of money, wages, salary, severance pay, vacation pay, bonuses, sick pay, fees and costs, attorneys fees, losses, penalties, damages, liquidated damagesincluding damages for pain and suffering and emotional harm, punitive arising, directly or exemplary damagesindirectly, other damages, claims for costs and attorneys’ fees, or liabilities out of any nature whatsoever in law and in equitypromise, both past and present (through agreement, offer letter, contract, understanding, common law, tort, the Release Date) and whether known or unknownlaws, suspectedstatutes, or claimed against any and/or regulations of the Released Parties that you may have, which arise out State of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity Delaware or any vested equity-equivalent in other state and the Company (collectively, “Claims”)United States, including without limitation any Claim arising under the following statues (eachbut not limited to, as amended): federal and state wage and hour laws, federal and state whistleblower laws, Title VII of the Civil Rights Act of 1964; , as amended, the Civil Rights Act of 1991; , the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974 (excluding COBRA), the Vietnam Era Veterans Readjustment Assistance Act, the Fair Credit Reporting Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act of 1967 (including “ADEA”), the Older Workers Benefit Protection Act); , the Workers Adjustment and Retraining Notification Act, the Occupational Safety and Health Act, the Xxxxxxxx-Xxxxx Act of 2002, the New Jersey Family Leave Act, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, and the New Jersey Constitution and any analogous local or state laws or statutes, as each may be amended from time to time, claims for workers compensation under New Jersey law, and any other claim based upon any act or omission, whether intentional or unintentional. This releases all Executive Claims including those of which Executive is not aware and those not mentioned in this Release. Executive specifically releases any and all claims arising out of Executive’s employment with the Company or termination therefrom. Nothing in this Release shall preclude Executive from (i) participating in any manner in an investigation, hearing or proceeding conducted by the Equal Pay Act Employment Opportunity Commission (“EEOC”), Casino Control Commission or Division of 1963; the Americans with Disabilities Act Gaming Enforcement, but Executive hereby waives any and all rights to recover under, or by virtue of, any such investigation, hearing or proceeding or (ii) exercising her rights under Section 601-608 of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; , as amended, popularly known as COBRA. (b) Notwithstanding the Fair Labor Standards Act; foregoing, Executive does not release, discharge or their state waive: (i) any rights to receive any vested and/or accrued benefits provided under the provisions of any Company-maintained qualified retirement plan in which Executive participates, (ii) any rights to reimbursement for Company-related business expenses incurred by Executive on or local counterparts; prior to the Effective Date, (iii) any conversion rights under a Company-sponsored group term life insurance plan in which Executive participates, (iv) any rights to enforce the terms of the Separation Agreement and this Release, (v) any rights to indemnification under the certificate of incorporation, bylaws or under any other federal, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures organizational documents of the Company or any of its subsidiaries affiliated companies, or affiliates; (vi) any rights to elect COBRA coverage. (c) In consideration of the termination of Executive’s Employment Agreement pursuant to Section 1 of the Separation Agreement and other good and sufficient consideration, the Company and Colony RIH hereby release, waive, discharge and give up any and all “Company Claims” (as defined below) which the Company and/or Colony RIH has or may have against Executive, arising on or prior to the Effective Date. “Company Claims” means any and all actions, charges, controversies, demands, causes of action, suits, rights, and/or claims whatsoever including, without limitation, for debts, sums of money, wages, salary, severance pay, vacation pay, bonuses, sick pay, fees and costs, attorneys fees, losses, penalties, damages, including damages for pain and suffering and emotional harm, arising, directly or indirectly, out of any promise, agreement, offer letter, contract, understanding, common law, tort, the laws, statutes, and/or regulations of the State of New Jersey or any claim for wrongful discharge, breach other state and the United States. This releases all Company Claims including those of contract, infliction of emotional distress which the Company or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred Colony RIH is not aware and those not mentioned in these mattersthis Release. The foregoing release will not apply to Company specifically releases any rights you may have that cannot be waived as a matter and all claims arising out of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your Executive’s employment with the Company, compensation and benefits, Company or termination of employment under therefrom. Notwithstanding the foregoing, the Company and Colony RIH do not release any federal, state or local law, (ii) challenge rights to enforce the validity of this Agreement, (iii) breach any terms of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Separation Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.Release

Appears in 1 contract

Samples: Separation Agreement (Resorts International Hotel & Casino Inc)

Release of Claims. a. In consideration of the Severance and for for, among other valuable considerationterms, you hereby knowingly and voluntarily release and forever discharge the Company’s offer to continue to employ you during the Transition Period and the other benefits described in this Agreement, its subsidiaries including the opportunity to participate in vesting events during the Transition Period, to which you acknowledge you would otherwise not be entitled, you, on your own behalf and affiliateson behalf of your heirs, their respective successorsexecutors, predecessors administrators, attorneys and assigns, hereby unconditionally and irrevocably release, waive and forever discharge, the Company and each of their respective its affiliates, parents, successors, predecessors, and subsidiaries including, but not limited to, the employee benefit plans of each and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, representatives attorneys, accountants and agents of each in their official and personal capacities (collectivelyall of the foregoing, together with the Company, the “Released Parties”) from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory claims and damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and including attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the Release Date) and whether known or unknown, suspectedforeseen or unforeseen, presently asserted or claimed against otherwise arising through the date of your signing of this Agreement. This release includes, but is not limited to, any of the Released Parties that you may haveclaim or entitlement to salary, which arise out of bonuses, any other payments, benefits or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim damages arising under the following statues any federal law (eachincluding, as amended): 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 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; 1967, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); the Fair Labor Standards Act; or their any claim arising under any state or local counterparts; laws, ordinances or under regulations (including, but not limited to, any other federal, state or local civil laws, ordinances or human rights lawregulations requiring that advance notice be given of certain workforce reductions); any claim for wages, severance pay, vacation pay, back or front pay or other forms of compensation, whether under the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, or otherwise; any claim for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; and any claim arising under any other local, state common law principle or federal law, regulation or ordinance; or under any public policy, contract including but not limited to, all suits in tort or tortcontract, such as wrongful termination, defamation, emotional distress, invasion of privacy or under common law; loss of consortium and any other claim of any nature whatsoever, both in law and equity, whether personal or economic, known or unknown, arising under at any policies, practices or procedures and all times up to this date against any of the Company Released Parties. You agree not to accept damages of any nature, other equitable or any of its subsidiaries legal remedies for your own benefit or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach costs from any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment Released Parties with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company respect to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims Nothing contained in this release shall affect the parties’ respective rights or facts in addition ability to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into enforce (i) their respective rights under this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against (ii) the Company. Further, it is expressly understood that notwithstanding ’s obligation to defend and indemnify you under the discovery or existence terms of any such additional or different claims or factsseparate indemnification agreement, the releases given herein shall be Company’s certificate of incorporation and remain in effect as a full by-laws, Delaware law and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample any applicable directors and officers liability insurance coverage policy or (iii) any causes of action or claims that cannot be released as a matter of law provided further, this release shall not affect your rights with respect to Executive throughout the course of his employment and such coverage will continue vested options and/or equity issued to cover Executive for any claims against you by the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Transitional Services and Separation Agreement (Rubius Therapeutics, Inc.)

Release of Claims. a. In consideration 4.01 For purposes of the Severance and for other valuable consideration, you hereby knowingly and voluntarily release and forever discharge the Company, its subsidiaries and affiliates, their respective successors, predecessors and assigns, and each of their respective officers, directors, employees, representatives and agents (collectivelythis Agreement, the “Released Parties”) from term "Claim(s)" will include, but is not limited to, the following: a. any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claimsproceedings, demands, suits, grievances, debts, compensatory damagescomplaints, liquidated damagesclaims, punitive or exemplary damagesliabilities, obligations, promises, agreements, controversies, losses, damages and expenses (including attorneys' fees and other damagescosts actually incurred), claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equitywhatsoever; b. any action or claim under federal, both past and present (through the Release Date) and whether known state or unknownlocal law, suspectedregulation or executive order, including, but not limited to, actions or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim arising claims under the following statues (each, as amended): Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 19911866, as amended; the Equal Pay Act, as amended; the Fair Labor Standards Act, as amended; the Age Discrimination in Employment Act of 1967 Act, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with With Disabilities Act of 1990; the Family and Medical Leave Act of 1993Act, as amended; the Worker Adjustment Retraining and Notification Act, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Fair Family and Medical Leave Act, as amended; the National Labor Standards Relations Act, as amended; the Occupational Safety and Health Act of 1970, as amended; and the Illinois Human Rights Act; c. any action or their claim for compensation, benefits, backpay, frontpay, defamation, reinstatement, wrongful discharge or demotion, any constitutional claim, failure to hire, promote or transfer, promissory estoppel, breach of contract or of an implied covenant of good faith and fair dealing, emotional distress, compensatory damages, punitive damages, attorneys' fees, and/or loss of seniority; and any action or claim based on or related to a service letter; d. any action or claim pursuant to any formal or informal Board policy, practice or procedure; e. any dispute between the Employee, the Employer, or any member of the Employer’s Board, or any of the Employer’s employees arising prior to the date of this Agreement. 4.02 In consideration of the promises and payments referred to in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is expressly acknowledged, Employee hereby releases, remises, waives, absolves, and forever discharges the Employer and its current and former employees, Board members, agents, attorneys, representatives, insurers, successors, and assigns of and from any and all claims, demands, causes of action, losses, and liabilities of any kind or nature, whether known or unknown, whatsoever, including, but not limited to, any claims for damages, equitable relief, attorneys’ fees, interest, and costs, and any other relief of any kind or nature, whether direct or indirect, contingent or accrued, liquidated or unliquidated, known or unknown, suspected or unsuspected, foreseen or unforeseen, at law or in equity, accruing at any time prior to the date this Agreement is fully executed. Employee further acknowledges that the consideration provided to him pursuant to this Agreement represents full and complete satisfaction of any and all monetary and non-monetary Claims he has or might have against the Employer. Employee has certain federal rights which must be explicitly waived. Specifically, Employee is protected by the Age Discrimination in Employment Act (“ADEA”) from discrimination in employment because of age. Employee understands that by executing this Agreement, Employee is waiving such rights and releasing any past or current Claims with respect to any claimed violation of such rights.. Employee further acknowledges that he may revoke his acceptance of this Agreement for a period of seven (7) days after execution, and that this Agreement shall not become effective or enforceable until after the seven (7) day period has expired. Notwithstanding anything else in this Agreement, ADEA age claims that may arise after execution of this Agreement are excluded from this release. In consideration of the promises referred to in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is expressly acknowledged, Employer hereby releases, remises, waives, absolves, and forever discharges the Employee and his agents, attorneys, representatives, insurers, successors, and assigns of and from any and all claims, demands, causes of action, losses, and liabilities of any kind or nature, whether known or unknown, whatsoever, including, but not limited to, any claims for damages, equitable relief, attorneys’ fees, interest, and costs, and any other relief of any kind or nature, whether direct or indirect, contingent or accrued, liquidated or unliquidated, known or unknown, suspected or unsuspected, foreseen or unforeseen, at law or in equity, accruing at any time prior to the date this Agreement is fully executed. Employer further acknowledges that the consideration provided pursuant to this Agreement represents full and complete satisfaction of any and all monetary and non-monetary Claims it has or might have against the Employee. 4.03 Employee, in addition, by the execution and delivery of this Agreement, represents and warrants to Employer, and Employee expressly covenants with Employer, that Employee will not institute any litigation against Employer and its current and former employees, Board members, agents, attorneys, representatives, insurers, successors, and assigns in any state or local counterparts; federal court or under other forum, on the basis of any other federalof the Claims which are described and enumerated in this Agreement. Employer, also, by the execution and delivery of this Agreement, represents and warrants to Employee, and Employer expressly covenants with Employee, that Employer will not institute any litigation against Employee, his agents, attorneys, representatives, insurers, successors, and assigns in any state or local civil federal court or human rights lawother forum, on the basis of any of the Claims which are described and enumerated in this Agreement. 4.04 If Employee subsequently acts so as to violate, or under be in breach of, any other localof the preceding terms or provisions of this Article 4, then, Employee stipulates and agrees that Employer may recover, from Employee, all of the attorneys’ fees, litigation costs and related expenses which Employer incurs as a result of Employee’s actions. If Employer subsequently acts so as to violate, or be in breach of, any of the preceding terms or provisions of this Article 4, then, Employer stipulates and agrees that Employee may recover, from Employer, all of the attorneys’ fees, litigation costs and related expenses which Employee incurs as a result of Employer’s actions or inaction. 4.05 To the extent that any state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of which is in existence on the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity Execution Date of this Agreement, (iii) breach any precludes the waiver or release by Employee of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines thata particular Claim, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have including the right under federal law to certain protections for cooperating file a charge of discrimination with or reporting legal violations to an administrative agency, Employee, by the Securities execution and Exchange Commission (the “SEC”) or its Office delivery of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, is nevertheless waiving and releasing any and all rights which Employee may have materially affected this Agreement and your decision otherwise be entitled to enter into it. Nevertheless, you hereby waive exercise to recover any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain monetary damages from Employer in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of connection with any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereundercharge of discrimination. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Separation Agreement

Release of Claims. a. In consideration exchange for the payment to Employee of the Severance consideration detailed in this Agreement, Employee, for and for other valuable considerationon behalf of Employee and Employee’s heirs, you hereby knowingly and voluntarily release and forever discharge the Companyadministrators, its subsidiaries and affiliatesexecutors, their respective successors, predecessors and assigns, does hereby fully, forever, irrevocably and each of their respective unconditionally release and discharge NSM, including its past and present officers, directors, partners, members, parents, subsidiaries, divisions, affiliates, agents, employees, representatives shareholders, representatives, attorneys, successors, assigns, and agents all persons acting by, through, under, or in concert with them (collectivelyhereinafter collectively referred to as "Releasees"), for anything that has occurred up to the “Released Parties”) from date of execution of this Agreement, including but not limited to, any and all claims, suits, controversies, actions, causes claims resulting from Employee’s employment with NSM and any and all claims relating to the administration or terms of action, cross-claims, counter-any employment or benefit plan or contract. This includes all claims, demands, debtsrights, compensatory damagesliabilities, liquidated damagesand causes of action of every nature and description whatsoever, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the Release Date) and whether known or unknown, suspectedwhether in tort, contract, statute, rule, ordinance, order, regulation, or claimed against otherwise, including, without limitation, any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”), including without limitation any Claim claims arising under the following statues (each, as amended): or based upon Title VII of the Civil Rights Act of 1964Act, as amended; the Civil Rights Act of 1991, as amended; Section 1981 of U.S.C. Title 42; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990Act, as amended; the Family and Medical Leave Act of 1993Act, as amended; the Worker Adjustment Retraining and Notification 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 19742002, as amended; the Fair Worker Adjustment and Retraining Notification Act, as amended; the Uniform Service Employment and Reemployment Rights Act, as amended; the Texas Labor Standards 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 their Local anti-discrimination statute, wage and hour statute, leave statute, equal pay statute and whistleblower statute; any federal or state or local counterpartsconstitutions; or under any other and all claims pursuant to federal, state or local civil or human rights law, or under any other local, state or federal law, regulation statute or ordinance; or under any public policyand all claims pursuant to contract, contract quasi contract, common law or tort; and claims that are known or unknown, suspected or unsuspected, concealed or hidden, or under common law; whether developed or arising under any policiesundeveloped, practices or procedures up through the date of Employee’s execution of this Agreement. Notwithstanding the Company or any of its subsidiaries or affiliates; or foregoing, the parties expressly acknowledge and agree that Employee does not release any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that which cannot be waived released by private agreement, such as a matter unemployment compensation claims, workers’ compensation claims, claims of applicable law. b. You acknowledge and agree thatentitlement to vested benefits under any 401(k) plan or other ERISA-covered benefit plan provided by NSM, in claims after the event that you (i) file any charge, claim, demand, action or arbitration with regard to your employment with the Company, compensation and benefitsEffective Date of this Agreement, or termination any rights or claims arising the Transition 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 Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Health and Safety Administration, Securities and Exchange Commission, the Department of employment 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 any 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 class action under any federal, the Fair Labor Standards Act or similar or state or local law, (ii) challenge the validity and Employee agrees to opt-out of this Agreementany such collective or class action against NSM, (iii) breach any of the Restrictive Covenants to which Employee may be or any of the covenants contained in this Agreement become a party or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Companyclass member. The Company may preceding waivers do not retaliate against you include and employee has not waived Employee’s right to file an application for any of these activities, and nothing in this Agreement requires you or to waive any monetary accept a whistleblower award or other payment that you might become entitled to from the SEC or any other governmental entitypursuant to Section 21F of the Exchange Act. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Transition Agreement (Mr. Cooper Group Inc.)

Release of Claims. a. In consideration of exchange for the Severance promises and for other valuable considerationcovenants set forth herein, you the Employee hereby knowingly and voluntarily release releases, acquits, and forever discharge discharges the Company, its subsidiaries parents and affiliates, their respective successors, predecessors and assignssubsidiaries, and each of their respective officers, directors, agents, servants, employees, representatives attorneys, shareholders, partners, successors, assigns, affiliates, customers, and agents (collectively, the “Released Parties”) clients of and from any and all claimsclaims liabilities, suits, controversies, actionsdemands, causes of action, cross-claimscosts, counter-claimsexpenses, demandsattorneys' fees, debts, compensatory damages, liquidated damagesindemnities and obligations of every kind and nature, punitive or exemplary damagesin law, other damages, claims for costs and attorneys’ feesequity, or liabilities of any nature whatsoever in law otherwise, known and in equity, both past and present (through the Release Date) and whether known or unknown, suspectedsuspected and unsuspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment, or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an owner of vested equity or any vested equity-equivalent in the Company disclosed and undisclosed (collectively, “Claims”), (including without limitation but not limited to any Claim arising under federal, state or local law or cause of action including, but not limited to, the following statues (eachNational Labor Relations Act, as amended): Title VII of the Civil Rights Act of 1964; , as amended, the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963; , the Americans with Disabilities Act of 1990; With Disability Act, the Federal Family and Medical Leave Act of 1993; , the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Vietnam Era Veterans Readjustment Assistance Act of 1974, and state and local laws, any allegation of wrongful termination and any claim arising out of the Constitution of the State of Nevada; contract law; wrongful discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the Fair Labor Standards Actimplied covenant of good faith and fair dealing), but only to the extent that such Claims directly or indirectly arise out of or are in any way connected with: (a) the Company’s employment of the Employee, (b) the termination of that employment, (c) the Company’s performance of its obligations as the Employee’s former employer; (d) claims or their state or local counterparts; or under any other federaldemands related to salary, state or local civil or human rights lawbonuses, commissions, or under any other local(e) vacation pay, state or federal lawfringe benefits, regulation or ordinance; or under any public policyexpense reimbursements, contract or tortseverance pay, or under common law; any form of compensation. The Employee agrees to indemnify and hold the Company and its shareholders, directors, officers, agents and employees harmless from any liabilities, debts, demands, causes of action, injuries, costs, attorneys' fees or damages of any kind arising under any policies, practices or procedures out of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be waived as a matter of applicable law. b. You acknowledge and agree that, in the event that you (i) file any charge, claim, demand, Employee’s action or arbitration inactions, whether negligent or otherwise, with regard to your employment respect to, or in connection with the Company, compensation Severance Agreement and benefits, or termination of employment under any federal, state or local law, (ii) challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that, if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you will forfeit your entitlement to the Severance to the extent not yet paid. c. You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. d. You hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete release with respect to all Claims released hereunder. e. Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.

Appears in 1 contract

Samples: Employment Separation Agreement (Golden Phoenix Minerals Inc /Mn/)