Release of Claims. In exchange for the compensation, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLC, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to: (a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment; (b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA); (c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy; (e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute; (f) all claims for violation of the federal or any state constitution; (g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and (h) all claims for attorneys’ fees and costs.
Appears in 2 contracts
Samples: Officer Employment Agreement (XOMA Corp), Officer Employment Agreement (XOMA Corp)
Release of Claims. In exchange for Except as otherwise set forth in this Agreement, you hereby release, acquit and forever discharge the compensationCompany, benefits its parents and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLCsubsidiaries, and their past and present officers, directors, agents, directorsservants, employees, investors, shareholders, administratorssuccessors, partners, attorneys, agents, insurers, assigns and affiliates, divisions, subsidiaries, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification you may have as a result of or are in any way related to eventsthird party action against me based on my employment with the Company), acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s agreements, events, acts or conduct at any time prior to the date you execute this Agreement, 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 XOMA the Company or the termination of that employment;
(b) , including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of disputed compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of shares 1967, as amended (“ADEA”); the federal Employee Retirement Income Security Act of stock 1974, as amended; the federal Americans with Disabilities Act of XOMA);
(c) all claims for breach 1990; the federal Worker Adjustment and Retraining Notification Act of contract1988; the California Fair Employment and Housing Act, as amended; tort law; contract law; statutory law; common law; wrongful termination discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims; provided, including claims for fraudhowever, defamation, emotional distress and discharge that nothing in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees this paragraph shall be construed in any way to release the Company from its obligation to indemnify you pursuant to the Company’s indemnification obligation pursuant to agreement or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsapplicable law.
Appears in 2 contracts
Samples: Separation Agreement (Hot Topic Inc /Ca/), Separation Agreement (Hot Topic Inc /Ca/)
Release of Claims. In exchange for the compensation, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLC, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue sxx or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute; ;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costs.
Appears in 2 contracts
Samples: Officer Employment Agreement (XOMA Corp), Officer Employment Agreement (XOMA Corp)
Release of Claims. In exchange for the compensation, benefits and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally and completely releases XOMA release the Company and XOMA (US) LLCits directors, and their past and present officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on and including the date Employee signs you sign this Release Agreement (collectivelyAgreement. This general release includes, the “Released Claims”). The Released Claims include but are is not limited to:
: (a) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company or the termination of that employment;
; (b) all claims related to your compensation or benefits from XOMAthe Company, including salary, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
the Company; (c) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 1990, the federal Fair California Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification ActCode (as amended), the California Fair Employment and Housing Act (as amended) and any other federal, state or local statute or regulation. Notwithstanding the foregoing, you are not hereby releasing the Company from any obligation it may otherwise have to indemnify you for your acts within the course and scope of your employment with the Company, pursuant to the articles and bylaws of the Company, any fully executed written agreement with the Company, or applicable law. Further, notwithstanding the foregoing, nothing in this Agreement shall prevent you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Labor Code, Department of Fair Employment and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal Housing or any other state constitution;
(g) all anti-discrimination agency, except that you acknowledge and agree that you shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released herein. You represent that you have no lawsuits, claims arising out or actions pending in your name, or on behalf of any other laws and regulations relating person or entity, against the Company or any other person or entity subject to employment or employment discrimination; and
(h) all claims for attorneys’ fees and coststhe release granted in this paragraph.
Appears in 2 contracts
Samples: Separation Agreement (Borland Software Corp), Separation Agreement (Borland Software Corp)
Release of Claims. In exchange for the compensation, benefits and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally and completely releases XOMA release the Company and XOMA (US) LLCits directors, and their past and present officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on and including the date Employee signs you sign this Release Agreement (collectivelyAgreement. This general release includes, the “Released Claims”). The Released Claims include but are is not limited to:
: (a) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company or the termination of that employment;
; (b) all claims related to your compensation or benefits from XOMAthe Company, including salary, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
the Company; (c) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 1990, the federal Fair California Labor Standards Code (as amended), the California Family Rights Act, the federal the Employee Retirement Income Security Age Discrimination in Employment Act of 1974, the federal Worker Adjustment (“ADEA”) and Retraining Notification Act, the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, you are not releasing the Company hereby from any obligation to indemnify you pursuant to the Articles and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation Bylaws of the federal Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance. Also, excluded from this Agreement are any state constitution;
(g) all claims arising out that cannot be waived by law. You are waiving, however, your right to any monetary recovery should any governmental agency or entity, such as the Equal Employment Opportunity Commission or the Department of Labor, pursue any claims on your behalf. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any other laws and regulations relating person or entity, against the Company or any other person or entity subject to employment or employment discrimination; and
(h) all claims for attorneys’ fees and coststhe release granted in this paragraph.
Appears in 2 contracts
Samples: Separation Agreement (Arcus Biosciences, Inc.), Separation and Release of Claims (Invitae Corp)
Release of Claims. In exchange for the compensation, benefits and other consideration under this Separation Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled be entitled, including but not limited to receivethe severance benefits, Employee and except as otherwise provided in this Separation Agreement, you hereby generally and completely releases XOMA release, acquit and XOMA (US) LLCforever discharge the Company, and its parent, subsidiary, or affiliated entities, along with its and their past predecessors and present successors and their respective directors, officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, affiliates and assigns (collectively, the “Released Parties”), from, of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of from or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on and including the date Employee signs that you sign this Release Separation Agreement (collectively, the “Released Claims”). The Released Claims include include, but are not limited to:
: (a) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company, or the termination of that employment;
; (b) all claims related to your compensation or benefits from XOMAthe Company, including salary, bonuses, commissions, vacationother incentive compensation, paid time offvacation pay and the redemption thereof, expense reimbursements, severance paypayments, fringe benefits, stock, stock options, or any other ownership, ownership or equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
the Company; (c) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e) all federal, state state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 19911964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair California Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment Code (as amended) and Retraining Notification Act, the California Fair Employment and Housing Act and (as amended). Notwithstanding the California Labor Codeforegoing, and all amendments to and regulations issued the following are not included in the Released Claims (the “Excluded Claims”): (A) any rights you may have under each such statute;
(f) all claims for violation any of the federal Company’s D&O or other insurance policies, as applicable or the charter or bylaws of the Company; (B) any rights or claims you have to unemployment compensation, funds accrued in your 401(k) account or any state constitution;
vested equity incentives; (gC) all any rights that are not waivable as a matter of law; or (D) any claims arising out from the breach by the Company of the Separation Agreement to which this Release is attached. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any other laws and regulations relating to employment claims you have or employment discrimination; and
(h) all claims for attorneys’ fees and costsmight have against any of the Released Parties that are not included in the Released Claims.
Appears in 2 contracts
Samples: Separation Agreement (Ambit Biosciences Corp), Separation Agreement (Ambit Biosciences Corp)
Release of Claims. In exchange for the compensation, benefits payments and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally release, acquit and completely releases XOMA and XOMA (US) LLCforever discharge the Company, and their past and present its officers, directors, agents, directorsservants, employees, investorsattorneys, shareholders, administratorssuccessors, partners, attorneys, agents, insurers, assigns and affiliates, divisionsin their individual, subsidiariescorporate and official capacities, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s 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 with XOMA the Company or the termination conclusion of that employment;
; (b) any claims whatsoever against the Company or those released above by this Release of Claims arising before you sign this Agreement; (c) all claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefitsincentive payments, stock, stock options, or any other ownership, ownership or equity or profits interests in XOMA the Company, including vacation pay, personal time off, fringe benefits, severance benefits, or any other form of compensation; (including d) all claims pursuant to any federal, any state or any local law, statute, common law or cause of action, employment or otherwise, including, but not limited to any right to purchaseto, the federal Civil Rights Act of 1964, as amended, attorney’s fees under Title VII of the federal Civil Rights Act of 1964, as amended, or actual purchaseany other statute, agreement or source of law, the federal Americans with Disabilities Act of 1990, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act, as amended, the Worker Adjustment and Retraining Notification Act, the Colorado anti-discrimination statute, any other state or local employment, discrimination, or labor code, and the Equal Pay Act, of shares of stock of XOMA);
1963, as amended; (ce) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; and (df) all tort claims, including including, but not limited to, claims for assault, battery, invasion of privacy, fraud, defamation, emotional distress distress, and discharge in violation of public policy;
(e) all federal. You represent that you have no lawsuits, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination actions pending in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal your name or any state constitution;
(g) all claims arising out on behalf of any other laws person or entity, against the Company or any other person or 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, this Agreement shall serve as a complete defense to such claims or charges. Excluded from this release are any claims that cannot be waived by law. Furthermore, you agree to release and regulations relating to employment or employment discrimination; and
(h) discharge the Company not only from any and all claims which you could make on your own behalf, but also specifically waive any right to become, and promise not to become, a member of any class in any proceeding or case in which a claim or claims against the Company may arise, in whole or in part, from any event which occurred prior to the date of this Agreement. If you are not permitted to opt-out of a future class, then you agree to waive any recovery for attorneys’ fees and costswhich you would be eligible as a member of such class.
Appears in 2 contracts
Samples: Separation Agreement (Startek Inc), Separation Agreement (Startek Inc)
Release of Claims. In exchange for the compensation, benefits and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally and completely releases XOMA release, acquit and XOMA (US) LLCforever discharge the Company and its parent or subsidiary entities, successors, predecessors and affiliates, and its and their past and present directors, officers, employees, shareholders, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliatesaffiliates and assigns, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of from or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on and including the date Employee signs you sign this Release Agreement (collectivelyAgreement. This general release includes, the “Released Claims”). The Released Claims include but are is not limited to:
: (a) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company or the termination of that employment;
; (b) all claims related to your compensation or benefits from XOMAthe Company, including salary, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursements, severance paypayments, fringe benefits, stock, stock options, or any other ownership, ownership or equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
the Company; (c) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e) all federal, state state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 19911964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Americans with Disabilities Act of 1990California Labor Code, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act Act. Notwithstanding the foregoing, you are not hereby releasing the Company from any obligation it may otherwise have to indemnify you for your acts within the course and scope of your employment with the California Labor CodeCompany, pursuant to the articles and all amendments to and regulations issued under each such statute;
(f) all claims for violation bylaws of the federal Company, any fully executed written agreement with the Company, or any state constitution;
(g) all applicable law. You represent that you have no lawsuits, claims arising out or actions pending in your name, or on behalf of any other laws and regulations relating person or entity, against the Company or any other person or entity subject to employment the release granted in this paragraph. In addition, you covenant not to xxx, initiate, or employment discrimination; and
(h) continue any legal or administrative proceeding with regard to any or all claims for attorneys’ fees and costsyou have released herein.
Appears in 2 contracts
Samples: Separation Agreement (Chordiant Software Inc), Separation Agreement (Chordiant Software Inc)
Release of Claims. In exchange consideration for the compensation, benefits and other consideration to be provided to Employee under severance payments by Foamex as set forth in the Employment Agreement that Employee is not otherwise entitled to receiveand other good and valuable consideration set forth herein, Employee Executive hereby generally and completely releases XOMA and XOMA (US) LLCFoamex, and their past and present its shareholders, directors, officers, employees, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisionsparents, subsidiaries, parentspredecessors, predecessor and successor corporationssuccessors, assigns, and assigns all persons acting by, through, under or in concert with any of them (collectivelybut with respect to any entity, the “Released Parties”individual, agent, attorney or their affiliates, including any one acting by, through, under or in concert with any of them, only in its or his official capacity relating to Foamex and not in its or his individual capacity unrelated to Foamex), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all charges, complaints, claims, duties, liabilities, obligations and obligations, promises, agreements, controversies, damages, actions, causes of action, both suits, rights, demands, costs, losses, debts and expenses, and from any claims of any nature whatsoever, except for vested pension benefits under the Employment Retirement Income Security Act ("ERISA"), known and or unknown, that arise out of which Executive now has, claims to have, own, hold or are in which Executive at any way related time heretofore had, held, or claims to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMAhave, including salarywithout limitation, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for for: wrongful discharge; breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) ; intentional or negligent infliction of emotional distress; breach of contract or implied contract; negligence; misrepresentation; fraud; detrimental reliance; promissory estoppel; defamation; invasion of privacy; sexual harassment; breach of laws governing safety in the workplace; discrimination on the basis of sex, race, color, religion, age, national origin, status as a handicapped of disabled person or status of a non-citizen; any and all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Age Discrimination in Employment Act ("ADEA"); any and all claims under Title VII of the Civil Rights Act of 1964; any and all claims under the Americans with Disabilities Act; any and all claims under state or local laws which prohibit improper discrimination; and any and all claims for benefits under the ERISA, except for all claims for vested pension benefits under ERISA. Notwithstanding the federal Civil Rights Act preceding sentence or any other provision of 1991this Agreement, this Release is not intended to interfere with Executive’s right to file a charge with the federal Age Discrimination in Equal Employment Act of 1967 Opportunity Commission (the “ADEAEEOC”)) in connection with any claim he believes he may have against Foamex. However, by executing this Release, Executive hereby waives the federal Americans with Disabilities Act of 1990, right to recover in any proceeding Executive may bring before the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal EEOC or any state constitution;
human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Executive’s behalf. Notwithstanding the foregoing, Executive is not releasing any claims hereunder with respect to (g1) all claims arising out Executive’s right to receive the Accrued Obligations (2) the Executive’s rights under Articles V and VI of the Employment Agreement, (3) Executive’s right to be indemnified and advanced expenses pursuant to any corporate document of Foamex or applicable law or Executive’s right to be covered under any applicable directors’ and officers’ liability insurance policies, (4) any rights that Executive has with respect to any equity awards other laws and regulations relating than the 2007 Equity Awards (as described in Section 5.5(a) of the Employment Agreement), (5) any rights as a shareholder of Foamex or (6) any rights which arise after the date of this Release with respect to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsmatters that occurred after such date.
Appears in 2 contracts
Samples: Employment Agreement (Foamex International Inc), Employment Agreement (Foamex International Inc)
Release of Claims. In exchange for consideration of the compensationSeverance Benefits, benefits the Additional Benefits, and other consideration to be provided to Employee under the Employment you by this Agreement that Employee is you are not otherwise entitled to receive, Employee you hereby generally generally, completely and completely releases XOMA without condition release and XOMA (US) LLCforever discharge FivePrime and its current and former directors, and their past and present officers, employees, stockholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectivelytogether, the “Released PartiesPersons”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, ) from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related relate to events, acts, conduct conduct, or omissions occurring prior to or on the date Employee signs your signing this Release Agreement (collectively, the “Released Claims”)Agreement. The Released Claims include but are not limited to:
This general release includes: (a) all claims arising out of or in any way related to Employee’s your employment with XOMA FivePrime, or the termination of that decision to terminate your employment;
; (b) all claims related to your compensation or benefits from XOMAFivePrime, including salary, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, restricted shares, or any other ownership, equity or profits ownership interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
FivePrime; (c) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; claims under the Offer Letter, or the Severance Agreement; (d) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Age Discrimination in Employment Act of 19741967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsas amended).
Appears in 2 contracts
Samples: Confidential Resignation Agreement and General Release of Claims, Confidential Resignation Agreement and General Release of Claims (Five Prime Therapeutics Inc)
Release of Claims. In exchange for Severance, the compensationCompany’s waiver of repayment of the Hiring Bonus, benefits and other consideration to be provided to Employee under the Employment you by this Agreement that Employee is you are not otherwise entitled to receive, Employee you hereby generally and completely releases XOMA release Metabolex, Inc. and XOMA (US) LLCits current and former directors, and their past and present officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring prior to or on the date Employee signs your signing this Release Agreement (collectivelyAgreement. This general release includes, the “Released Claims”). The Released Claims include but are is not limited to:
: (a1) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company, or the termination of that employment;
; (b2) all claims related to your compensation or benefits from XOMAthe Company, including salary, bonuses, the Hiring Bonus, commissions, vacation, paid time offvacation pay, expense reimbursements, relocation assistance, severance pay, severance benefits, fringe benefits, stock, stock options, accelerated vesting of stock options (including without limitation the Acceleration as defined in the Offer Letter Agreement), or any other ownership, equity or profits ownership interests in XOMA the Company; (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c3) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; claims under the Offer Letter Agreement; (d4) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e5) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Age Discrimination in Employment Act of 19741967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsas amended).
Appears in 2 contracts
Samples: Resignation Agreement (CymaBay Therapeutics, Inc.), Resignation Agreement (CymaBay Therapeutics, Inc.)
Release of Claims. In exchange for the compensationconsideration set forth in paragraph 4, benefits Employee, on behalf of him, his representatives, successors and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveassigns, Employee does hereby generally waive any and all rights to, and completely releases XOMA and XOMA forever discharges, the Company, Sparx, Inc., Sun Energy Solar, Inc. (US) LLCf/k/a Sologic, Inc.), its officers and their past and present officersall other representatives, agents, directors, employees, investorssuccessors and assigns, shareholders, administrators, partners, and attorneys, agentsfrom all claims, insurersrights, affiliatesdemands, divisionsactions, subsidiaries, parents, predecessor and successor corporationsobligations, and assigns (collectivelycauses of action of any kind and every kind, the “Released Parties”), fromnature, and agrees character, known or unknown, which such party may now have, or 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 to sue or otherwise institute any legal or administrative proceedings concerninglimited to, any and all claims, duties, liabilities, obligations and causes claims which could be asserted by virtue of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) Agreement; all wrongful discharge claims including retaliatory discharge; all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited relating to any right to purchasecontracts of employment, express or actual purchase, implied; any tort of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied any nature; any covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all express or implied; any federal, state and local statutory claimsstate, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising municipal statute or ordinance; any claim under Title VII of the Federal Civil Rights Act of 1964, 1964 as amended; claims under the federal Civil Rights Act of 19911967, as amended; the federal Age Discrimination in Employment Act of 1967 (the “ADEA”)as amended, the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974; the Older Workers Benefit Protection Act; the Family and Medical Leave Act of 1993; the Americans with Disabilities Act of 1990, as amended; Florida Wage and Hour laws; the federal Worker Adjustment Fair Labor Standards Act; the Occupational Safety and Retraining Notification Health Act, as amended; the California Fair Employment Xxxxxxxx-Xxxxx Act of 2002; the Consolidated Omnibus Budget Reconciliation Act (COBRA); and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to the employment or employment discriminationcontext; and
(h) and common law claims and any and all claims for attorneys’ fees and costs. Employee does not waive rights or claims that may arise after the date this Agreement is executed.
Appears in 2 contracts
Samples: Settlement Agreement, Settlement Agreement (Sun Energy Solar Inc)
Release of Claims. In exchange for consideration of (and subject to) the compensation, benefits and other consideration to be provided to Employee under payments required by Section 5 of the Employment Agreement that Employee is not otherwise entitled to receiveAgreement, Employee the receipt and sufficiency of which are hereby generally and completely releases XOMA and XOMA (US) LLCacknowledged, and subject to the limitations contained in Section 2 hereof, Executive, on behalf of himself and his heirs and assigns, hereby irrevocably and unconditionally releases and forever discharges, individually and collectively, Soffe and Delta Apparel, and each of their past and present respective officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisionsparent companies, subsidiaries, parents, predecessor and successor corporations, successors and assigns (collectively, hereinafter the “Released "Soffe Parties”"), from, of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all charges, claims, dutiescomplaints, demands, liabilities, obligations and causes of action, both losses, costs or expenses of any kind whatsoever (including related attorneys' fees and costs), known and or unknown, suspected or unsuspected, that arise out Executive may now have or has ever had against the Soffe Parties by reason of any act, omission, transaction, or are in any way related event occurring up to events, acts, conduct or omissions occurring prior to or on and including the date Employee signs of the signing of this Release Agreement (collectively, the “Released Claims”)Release. The Released Claims include but are not limited to:
release set forth in this Section 1 includes without limitation (a) all claims arising out of or other than as set forth in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all Section 2), claims related to any wrongful or unlawful discharge, discipline or retaliation, any contract of employment, whether express or implied, any promotions or demotions, compensation or benefits from XOMA, including salary, bonuses, commissions, vacationshort term or long term incentives, paid time offSoffe's and Delta Apparel's benefit plan(s) and the management thereof, expense reimbursementsdefamation, severance payslander, fringe benefitslibel, stockinvasion of privacy, stock optionsmisrepresentation, or any other ownershipfraud, equity or profits interests in XOMA (including but not limited to any right to purchaseinfliction of emotional distress, or actual purchasestress, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied any covenant of good faith and fair dealing;
(d) all tort claims, including and any other claims for fraudrelating to the Executive's employment as an employee, defamationofficer or director with Soffe, emotional distress Delta Apparel or any of their respective affiliates and the termination thereof. This waiver, release and discharge in violation further applies but is not limited to any claims based on Title VII of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Post Civil War Civil Rights Act (41 U.S.C. ss. 1981 - 88), the Civil Rights Act of 1991, the federal Equal Pay Act, the Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Older Workers Benefit Protection Act (OWBPA), the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990Act, the federal Vietnam Era Veterans' Readjustment Act, the Fair Labor Standards Act, the federal Workers Adjustment and Retraining Notification Act, Executive Order 11246, the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment Family and Retraining Notification Act, the California Fair Employment and Housing Medical Leave Act and the California Labor Code(all as they may be amended), and all amendments to any other applicable federal, state or local laws, ordinances and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations including those relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsdiscrimination to the extent permitted by law.
Appears in 2 contracts
Samples: Employment Agreement (Delta Apparel Inc), Employment Agreement (Delta Apparel Inc)
Release of Claims. In exchange for i. Departing Executive represents that Departing Executive has not filed any complaints, charges or lawsuits against the compensation, benefits Company with any governmental agency or any court.
ii. Departing Executive expressly waives all claims against the Company and other consideration to be provided to Employee under releases the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLCCompany, and their any of the Company’s past, present or future parent, affiliated, related, and/or subsidiary entities (collectively with the Company, the “Company Entities”), and all of the past and present directors, shareholders, officers, general or limited partners, employees, agents, directors, employees, investors, shareholders, administrators, partners, and attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporationsagents and representatives of such entities, and assigns employee benefit plans in which Departing Executive is or has been a participant by virtue of his employment with the Company (collectively, the “Released PartiesReleasees”), fromfrom any claims that Departing Executive may have against any Company Entity or the Releasees. It is understood that this release includes, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are is not limited to:
, any claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever, (a1) all Departing Executive’s employment with any Company Entity or the termination thereof or (2) Departing Executive’s status at any time as a holder of any securities of the Company, including any claims for wages, stock or stock options, employment benefits or damages of any kind whatsoever arising out of the Agreement, any contracts, express or in implied, any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMACompany policy, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraudexpress or implied, defamationany legal restriction on the Company’s right to terminate employment, emotional distress and discharge in violation of public policy;
(e) all or any federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964governmental statute or ordinance, the federal Civil Rights Act of 1991including, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”)without limitation, the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, Title VII of the Civil Rights Act of 1964, the federal Worker Adjustment and Retraining Notification Age Discrimination in Employment Act, the California Americans With Disabilities Act, the Family and Medical Leave Act, the Xxxxx Xxxxxxxxx Fair Employment and Housing Act and Pay Act, the California Labor CodeGenetic Information Non-Discrimination Act, the New York Human Rights Law, the New York City Human Rights Law, all as amended, and any other federal, state or local law (the “Release”). This Release specifically includes, but is not limited to, any claims based upon the right to the payment of wages, incentive and performance compensation, bonuses, vacation, stock benefits or any other employee benefits, or any other rights arising under federal, state or local laws prohibiting discrimination and/or harassment on the basis of race, color, age, religion, sexual orientation, religious creed, sex, national origin, ancestry, alienage, citizenship, nationality, mental or physical disability, denial of family and medical care leave, medical condition (including cancer and genetic characteristics), marital status, military status, gender identity, harassment or any other basis prohibited by law provided, however, notwithstanding anything to the contrary set forth herein, that this Release shall not extend to (i) benefit claims under employee welfare benefit plans for occurrences (e.g., medical care, death, or onset of disability) arising after the Effective Date, (ii) Departing Executive’s rights to Severance Benefits, provided he complies with his obligations herein; (iii) any claims Departing Executive may have for indemnification pursuant to law, contract, Company governance documents, or Company policy, (iv) any claims for coverage under any applicable directors’ and officers’ insurance policy, or any other applicable insurance policy, in accordance with the terms of such policy, or (v) any claims arising from events that occur after the Effective Date. Notwithstanding this release of liability, nothing in this Separation Agreement prevents Departing Executive from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency or cooperating with such agency; however, Departing Executive understands and agrees that Departing Executive is waiving any and all amendments rights to recover any monetary or personal relief or recover as a result of such EEOC or comparable state or local agency or proceeding or subsequent legal actions
iii. Departing Executive understands that the Release includes a release of claims arising under the Age Discrimination in Employment Act (the “ADEA”). Departing Executive understands and regulations issued under each warrants that Departing Executive has been given up to forty-five (45) days to review and consider this Separation Agreement, and Departing Executive further warrants that Departing Executive understands that Departing Executive has a period of seven days (7) after his execution of this Separation Agreement to revoke it by notice in writing to the Company (the “Revocation Period”). This Separation Agreement will be effective on the eighth (8th) day after the Departing Executive signs the Separation Agreement, provided he does not exercise his right to revoke it during the Revocation Period (such statute; date, the “Effective Date”).Departing Executive.
(f) iv. Departing Executive fully understands the final and binding effective of the Release contained herein and other covenants of the Separation Agreement, including the waiver of all claims for violation of under the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsADEA.
Appears in 2 contracts
Samples: Separation Agreement (Warren Resources Inc), Separation Agreement (Warren Resources Inc)
Release of Claims. In exchange for the compensation, benefits and other consideration to be provided to Employee under the Employment CoC Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLC, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue sxx or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute; ;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costs.
Appears in 2 contracts
Samples: Change of Control Severance Agreement (XOMA Corp), Change of Control Severance Agreement (XOMA Corp)
Release of Claims. In exchange consideration for FCG entering into this Agreement and for other good and valuable consideration, you hereby release, acquit and forever discharge each of the compensation, benefits FCG Companies and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally their respective parents and completely releases XOMA and XOMA (US) LLCsubsidiaries, and each of their past and present respective officers, directors, agents, directorsservants, employees, investorsattorneys, shareholders, administratorssuccessors, partners, attorneys, agents, insurers, assigns and affiliates, divisions, subsidiaries, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of suspected and unsuspected, disclosed or are in any way related to eventsundisclosed, actsfixed or contingent, conduct liquidated or omissions occurring prior to or on the date Employee signs this Release Agreement (collectivelyunliquidated, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s agreements, events, acts or conduct at any time prior to and including the Effective Date of this Agreement, 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 XOMA any FCG Company or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacationstock, paid time offstock options or any other ownership interests in any FCG Company, vacation pay, fringe benefits, expense reimbursements, severance pay, fringe benefits, stock, stock options, pay or any other ownershipform of compensation; claims arising from any employment agreement or arrangement between you and any FCG Company; claims pursuant to any federal, equity state or profits interests in XOMA (including local law, statute or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of shares 1990; the federal Age Discrimination in Employment Act of stock of XOMA1967, as amended (“ADEA”);
(c) all claims for breach of contract; the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful termination discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims. You further agree not to initiate or continue any proceeding based upon the claims released herein. Notwithstanding the foregoing, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation your release of the federal FCG Companies in accordance with this Section shall not be deemed to release (i) any of the FCG Companies’ duties or obligations under this Agreement, including, but not limited to, FCG’s indemnification obligations to you described in Section 14 of this Agreement; or (ii) any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsyour rights as a stockholder and/or option holder of FCG.
Appears in 1 contract
Release of Claims. In exchange for the compensationpayment described in Section 2 above, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is which Executive would not otherwise entitled to receivebe entitled, Employee hereby generally Executive, individually and completely releases XOMA and XOMA (US) LLCon behalf of his successors, heirs, and their past and present officersassigns, agentshereby releases, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporationsacquits, and assigns (collectively, forever discharges the “Released Parties”), from, Parties of and from any and all Claims and agrees not to sue sxx, or otherwise institute in any legal manner to institute, prosecute, or administrative proceedings concerningpursue, or cause to be instituted, prosecuted, or pursued, any and all claims, duties, liabilities, obligations and causes Claim that he may possess against any of action, both known and unknown, that arise out of or are in the Released Parties arising from any way related to eventsomissions, acts, conduct or omissions occurring prior to or on facts that have occurred up until and including the date Employee signs of the execution of this Release Agreement (collectively, the “Released Claims”)Agreement. The Released Claims include released include, but are not limited to, any claims for monetary damages; any claims related to your employment with the Company (or any of its related entities) or the termination thereof; any claims to severance or similar benefits; any claims to expenses, attorneys’ fees, or other indemnities; any claims based on actions or failure to act on or before the date of this Agreement; any claims for other personal remedies or damages sought in any legal proceeding or charge filed with any court or federal, state, or local agency either by one or by a person claiming to act on your behalf or in your interest, in each case other than a claim for vested benefits, unemployment compensation, or worker’s compensation. You understand that the Claims might have arisen under many different federal, state, and local statutes, regulations, case law, and/or common law doctrines. You specifically, but without limitation, agree to release all of the Released Parties from any and all claims under the following:
(a) all claims arising out Antidiscrimination laws, such as Title VII of the Civil Rights Act of 1964, as amended, and Executive Order 11246 (which prohibit discrimination and harassment based on race, color, national origin, religion, or sex and retaliation against employees for reporting perceived discrimination and harassment prohibited by the acts); Section 1981 of the Civil Rights Act of 1866 (which prohibits discrimination and harassment based on race or color and retaliation against employees for reporting perceived discrimination and harassment prohibited by the act); the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973 (which prohibit discrimination and harassment based upon disability, retaliation against employees for reporting perceived discrimination and harassment prohibited by the acts, and refusal to make reasonable accommodations for known disabilities); the Age Discrimination in Employment Act (known as ADEA and which prohibits discrimination and harassment against employees who are age 40 or over based on their age and retaliation against employees for reporting perceived discrimination and harassment under the act); the Equal Pay Act (which prohibits paying men and women unequal pay for equal work and retaliation for reporting suspected violations of the act); the Colorado Anti-Discrimination Act (which prohibits discrimination and harassment on the basis of age, race, creed, color, sex, sexual orientation, gender identity, national origin, religion, ancestry, or physical or mental disability and retaliation against employees for reporting perceived discrimination and harassment prohibited by the act); or any way related to Employee’s other federal, state, or local statute, regulation, common law, or decision concerning discrimination, harassment, or retaliation on these or any other grounds or otherwise governing the employment with XOMA or the termination of that employment;relationship.
(b) all Other employment laws, such as the federal Worker Adjustment and Retraining Notification Act of 1988 (known as WARN laws, which require that advance notice be given of certain workforce reductions); the Employee Retirement Income Security Act of 1974 (which, among other things, protects employee benefits); the Fair Labor Standards Act of 1938 (which regulates wage and hour matters); the Colorado Wage Act and any wage orders (which regulate wage, hour, break, and wage payment matters); the Family and Medical Leave Act of 1993 (which requires employers to provide leaves of absence under certain circumstances); and any other federal, state, or local statute, regulation, common law, or decision relating to employment, such as veterans’ reemployment rights laws or any other aspect of employment.
(c) All federal, state, local, or common law claims alleging that Executive did not receive payment for, or otherwise related to compensation or benefits from XOMAto, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA the Company, vacation pay, fringe benefits, expense reimbursements, separation pay, or any other form of compensation.
(d) Other laws of general application, such as any federal, state, local, or common law enforcing express or implied employment or other contracts or covenants; any other federal, state, local, or common laws providing relief for alleged wrongful discharge, physical or personal injury, breach of contract, emotional distress, fraud, negligent misrepresentation, defamation, invasion of privacy, violation of public policy, and similar or related claims; common law claims under any tort, contract, or other theory now or hereafter recognized, and any other federal, state, or local statute, regulation, common law, or decision otherwise regulating employment or the termination of employment. Notwithstanding anything in this Agreement which might be construed to the contrary, however, Executive does not waive or release, and nothing in this Agreement waives or releases, any rights or claims relating to obligations under this Agreement, the Indemnification Agreement or the Equity Awards. Additionally, nothing in this Agreement waives or releases any rights or claims that, by law, cannot be waived or released. For example, nothing in this Agreement shall be construed to prohibit Executive from volunteering information or documents, filing a charge with, or otherwise participating in any investigation or proceedings conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state, or local government agency or commission (collectively “Government Agencies” and each a “Government Agency”) charged with enforcement of any law. Further, nothing in this Agreement affects claims under statutes that prohibit an employee from waiving or releasing such claims, including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contractunemployment benefits, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claimsworkers’ compensation benefits, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising vested benefits under the Federal Civil Rights Act of 1964an ERISA plan, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Sxxxxxxx-Xxxxx Act, the California Fair Uniform Services Employment and Housing Reemployment Rights Act of 1994, or other statutory claims which, in accordance with the statutes creating such claims, may not be waived or released. Notwithstanding the foregoing, Executive agrees that by executing this Agreement he affirms that the Severance Benefits are the only legal remedy he may receive as compensatory damages or for lost back or front wages and the California Labor Codewaives any right to recover personally, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal monetary damages, or any state constitution;
(g) all claims arising out other individual relief as a result of any other laws and regulations relating charge, complaint, or lawsuit filed by him or by anyone, including but not limited to employment or employment discrimination; and
(h) all claims a Government Agency, on his behalf. This Agreement does not limit Executive’s right to receive any award unrelated to any claim for attorneys’ fees and costsdamages for information provided to any Government Agency. In addition, for the avoidance of doubt, nothing herein prevents Executive from pursuing a whistleblower claim under applicable law.
Appears in 1 contract
Samples: Separation Agreement, General Release and Consulting Agreement (National CineMedia, LLC)
Release of Claims. In exchange for consideration for, and as a condition of the compensation, benefits and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you are not otherwise entitled to receiveentitled, Employee you hereby generally and completely releases XOMA release the Company and XOMA (US) LLCits directors, and their past and present officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the collectively “Released PartiesParty”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, ) from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on and including the date Employee signs you sign this Release Agreement Agreement. This general release is to the maximum extent permitted by law and includes (collectively, without limitation) the “Released Claims”). The Released Claims include but are not limited to:
following: (aA) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company or the termination of that employment;
; (bB) all claims related to your compensation or benefits from XOMAthe Company, including disputed wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA the Company; (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(cC) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (dD) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (eE) all federal, state state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 19911964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (the as amended) (“ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification ActAct (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), the California Fair Employment and Housing Act and (as amended), the California Labor Code, the California Constitution and all amendments any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and regulations issued under each such statute;
(f) all release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. Excluded from this Agreement are claims for violation of workers’ compensation and unemployment benefits rights, indemnification rights you have against the federal Company, including without limitation any claims under the Indemnification Agreement (as executed between you and the Company on March 10, 2017), (the “Indemnification Agreement”) the right to file a charge or complaint with or participate in an investigation, hearing, or proceeding conducted by the Equal Employment Opportunity Commission ("EEOC") or any state constitution;
(g) all or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan, and any claims arising out of that by law cannot be waived in a private agreement between employer and employee. You waive, however, any right to any monetary recovery or other laws and regulations relating to relief should the EEOC or any state or local fair employment or employment discrimination; and
(h) all claims for attorneys’ fees and costspractices agency pursue a claim on your behalf.
Appears in 1 contract
Samples: Separation Agreement (Altaba Inc.)
Release of Claims. In exchange for For the compensationConsideration set forth in paragraph 2 and the mutual covenants set forth in this Agreement, benefits and other consideration to be provided to Employee under Sandahl hereby fully releases the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLCCompany, and their past all of its owners, affiliates, subsidiaries or other related entities, current and present former officers, directors, agents, directorsrepresentatives, attorneys, employees, investors, shareholders, administratorspredecessors, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, successors and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and or unknown, that arise out of suspected and unsuspected, disclosed and undisclosed, liquidated or are in any way related to eventscontingent, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employeeagreements, events, acts or conduct at any time prior to and including the Execution Date, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with Sandahl’s employment with XOMA the Company or the termination conclusion of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefitsincentive payments, stock, stock options, or any other ownership, ownership or equity or profits interests in XOMA (including the Company, vacation pay, personal time off, benefits, expense reimbursements, severance benefits or any other form of compensation; claims pursuant to any federal, any state or any local law, statute, or common law cause of action including, but not limited to any right to purchaseto, or actual purchase, of shares of stock of XOMA);
(c) all claims for wrongful discharge claims; whistleblower claims; breach of contractexpress or implied contract claims; retaliation claims; the federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of 1990; the Family and Medical Leave Act; the Age Discrimination in Employment Act (“ADEA”); the Worker Adjustment and Retraining Notification Act (WARN) or any acts prohibiting discrimination based on race, color, creed, marital status, veteran status, gender, sexual preference, national origin, citizenship, disability, religion or any other protected characteristic; tort law; contract law; wrongful termination discharge; fiduciary duty; discrimination; harassment; fraud; defamation; libel; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including . This release shall not apply to claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including workers’ compensation benefits or unemployment compensation benefits. This release shall not apply to any claims for discrimination, harassment, retaliation, attorneys’ fees indemnity or other claims arising for coverage under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsCompany’s Director & Officer Liability insurance.
Appears in 1 contract
Release of Claims. In exchange consideration for the compensationbenefits set forth in this Agreement, benefits the Company and other consideration to be provided to Employee under Xx. Xxxxxx, on behalf of themselves and each of their respective heirs, executors, administrators, predecessor and successor corporations and assigns, each hereby fully and forever releases Xx. Xxxxxx and the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally Company and completely releases XOMA its affiliates and XOMA (US) LLCsubsidiaries, and each of their past and present respective heirs, executors, officers, agents, directors, employees, investors, shareholdersstockholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporationscorporations and assigns, and assigns respectively (collectively, the “Released Parties”), fromof and from any claim, and agrees not duty, obligation or cause of action relating to sue any matters of any kind, whether presently known or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, suspected or unsuspected, that arise out any of them may possess arising from any omissions, acts or are in any way related to eventsfacts that have occurred up until and including the Separation Date including, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited towithout limitation:
(a) any and all claims relating to or arising out of or in any way related to Employee’s from Xx. Xxxxxx’x employment relationship with XOMA or the termination of that employmentCompany and the Termination;
(b) except for the rights granted in Section 3(a) - (b) hereof (and the rights appurtenant thereto), any and all claims related relating to compensation or benefits arising from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, the RSUs or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of purchase shares of stock of XOMA)the Company’s stock;
(c) any and all claims for sales commissions, performance bonuses or similar payments;
(d) any and all claims for wrongful discharge of employment; breach of contract, wrongful termination both express and implied; breach of the implied a covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraudboth express and implied, negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; negligence; and defamation, emotional distress and discharge in violation of public policy;
(e) any and all claims for violation of any federal, state and local statutory claimsor municipal statute, including claims for discriminationincluding, harassmentbut not limited to, retaliation, attorneys’ fees or other claims arising under Title VII of the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Age Discrimination in Employment Act of 1974, the federal Worker Adjustment and Retraining Notification Act1967, the California Fair Employment and Housing Act and the California Labor CodeAct, and all amendments to any family and regulations issued under each such statute; medical leave acts;
(f) any and all claims for violation of the federal relating to or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(hg) except as provided in Section 3(e), any and all claims for attorneys’ fees and costs. The Company and Xx. Xxxxxx agree that the release set forth in this Section 5 shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any actions of enforcement by the Securities and Exchange Commission against Xx. Xxxxxx in her capacity as an officer or member of the Board of Directors of the Company, fraud perpetrated by Xx. Xxxxxx, willful misconduct by Xx. Xxxxxx that resulted in injury to the Company , payments or benefits receivable, or obligations incurred or specified under this Agreement or to any right of indemnification Xx. Xxxxxx had as an officer or member of the Board of Directors of the Company, or to any benefits to which Xx. Xxxxxx is entitled under any 401(k), profit sharing or other employee benefit plan maintained by the Company to which she is entitled or vested prior to and as of the Separation Date. The Company shall defend and indemnify Xx. Xxxxxx as required and to the fullest extent permitted by its Articles of Incorporation and Bylaws.
Appears in 1 contract
Release of Claims. (a) In exchange for the compensationpayment of the amount in lieu of the 2017 performance bonus as set forth in Section 2, benefits 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 consideration to be provided to Employee under the Employment you by this Agreement that Employee is you are not otherwise entitled to receive, Employee to the fullest extent permitted by law, you hereby generally and completely releases XOMA release the Company and XOMA (US) LLCits current and former directors, and their past and present officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring prior to or on the date Employee signs your signing this Release Agreement (collectivelyAgreement. This general release includes, the “Released Claims”). The Released Claims include but are is not limited to:
: (a1) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company, or the termination of that employment;
; (b2) all claims related to your compensation or benefits from XOMAthe Company, including salary, bonusesbonuses (except as set forth in Sections 2 and 4 above), commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA the Company; (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c3) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d4) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e5) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under Title VII of the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991California Fair Employment and Housing Act, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”)1967, the federal Americans with Disabilities Act of 1990Act, the federal Fair Labor Standards Act, the federal National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the federal Worker Workers Adjustment and Retraining Notification Act, Act the California Fair Employment and Housing Act and the California Labor Code, (as amended) and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; andemployment.
(hb) 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 services for the Company, known or unknown which the Company has, claims to have, ever had, or ever claimed to have had against you through the date upon which you execute this Agreement. This general release of claims includes, without implication of limitation, all claims for attorneys’ fees and costsrelated to your services or termination as a director, officer, employee, agent, or fiduciary of the Company or your activities on behalf of the Company in any such capacity; provided however, that this general release of claims excludes any acts or omissions that would be excluded from exculpation under Section 102(b)(7)(ii) of the Delaware General Corporation Law.
Appears in 1 contract
Release of Claims. In exchange for the compensation, benefits and other consideration to be provided to Employee under the Employment CoC Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLC, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue sxx or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and 164697903 v6 regulations issued under each such statute; ;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costs.
Appears in 1 contract
Release of Claims. In exchange for consideration for, and as a condition of the compensation, severance benefits and other consideration as described in the attached separation agreement to be provided to Employee under the Employment Agreement that Employee is which you are not otherwise entitled to receiveentitled, Employee you hereby generally and completely releases XOMA release the Company and XOMA (US) LLCits directors, and their past and present officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the collectively “Released PartiesParty”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, ) from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on and including the date Employee signs you sign this Release Agreement Release. This general release is to the maximum extent permitted by law and includes (collectively, without limitation) the “Released Claims”). The Released Claims include but are not limited to:
following: (aA) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company or the termination of that employment;
; (bB) all claims related to your compensation or benefits from XOMAthe Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA the Company; (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(cC) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (dD) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (eE) all federal, state state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Age Discrimination in Employment Act of 19741967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification ActAct (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993, and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Labor CodeBusiness & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Release, and all amendments does not constitute a waiver or release of any indemnification the Company is required to provide to you under applicable law or pursuant to the Company’s corporate by-laws or insurance policies. This Release includes a release of claims of discrimination and regulations issued under each such statute;
(f) all retaliation on the basis of workers’ compensation status, but does not include claims for violation of workers’ compensation benefits. Excluded from this Release are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the federal right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state constitution;
(g) all claims arising out of or local fair employment practices agency. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsagency pursue a claim on your behalf.
Appears in 1 contract
Samples: Separation Agreement (Yahoo Inc)
Release of Claims. In exchange for the compensation(a) Winston hereby irrevocably and unconditionally releases, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLCacquits, and forever discharges Sound Source and each of Sound Source's subsidiaries, affiliates and related entities (and each of their past and present shareholders, insurers, officers, agents, directors, employees, investorstrustees, shareholdersrepresentatives, administrators, partnersagents, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor predecessors, successors and successor corporations, and assigns assigns) (collectively, the “Released Parties”)including Sound Source, from, "Sound Source Affiliates") of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, dutiesdebts, liabilities, obligations and demands, damages, accounts, obligations, costs, attorneys' fees, expenses, liens, actions, causes of actionactions or suits of any kind, both whether known and or unknown, that suspected or unsuspected, fixed or contingent, whether in law or in equity, arising out of, or which may hereafter arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on and all matters from the beginning of time through the date Employee signs this Release Agreement (collectivelyhereof, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right and all matters arising out of or resulting from or relating in any way to purchaseWinston being an employee or officer of Sound Source and/or any of its subsidiaries, affiliates or actual purchase, related entities and/or his termination and/or removal from any such positions and/or arising out of shares or resulting from or relating in any way to any alleged act or omission which in any way involves any Sound Source Affiliate. The released claims specifically include (by way of stock of XOMA);
(cexample only) any and all claims for bonus, severance, or other benefits apart from the benefits stated herein; breach of contract; wrongful discharge; impairment of economic opportunity; any claim under common-law or at equity; defamation; intentional infliction of emotional harm; any tort; claims for reimbursements; claims for commissions; or claims for employment discrimination under any state, wrongful termination and breach federal, local law, statute, or regulation (including, but not limited to, claims under Title VII of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, 1964 or under the California Fair Employment and Housing Act Act). Winston acknowledges and agrees that this release, the releases contained in Section 9 and Section 10, and the California Labor Codecovenant not to xxx set forth in Section 11 are essential and material terms of this Agreement and that, without such release and covenant not to xxx, no agreement would have been reached by the parties. Winston understands and acknowledges the significance and consequences of this release and this Agreement.
(b) Sound Source hereby irrevocably and unconditionally releases, acquits, and forever discharges Winston of and from any and all amendments claims, debts, liabilities, demands, damages, accounts, obligations, costs, attorneys' fees, expenses, liens, actions, causes of actions or suits of any kind, whether known or unknown, suspected or unsuspected, fixed or contingent, whether in law or in equity, arising out of, or which may hereafter arise out of any and all matters from the beginning of time through the date hereof, including but not limited to any and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims matters arising out of or resulting from or relating in any other laws and regulations relating way to employment Winston being an employee or employment discrimination; and
(h) all claims for attorneys’ fees and costsofficer of Sound Source.
Appears in 1 contract
Samples: Separation and Release Agreement (Sound Source Interactive Inc /De/)
Release of Claims. In exchange for the compensation, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally releases and completely releases XOMA waives any and XOMA (US) LLC, all claims arising against the Company or any of its current and their past and present former officers, agents, directors, employees, agents, investors, attorneys, shareholders, administrators, partnersaffiliates, attorneysbenefit plans, agentsplan administrators, professional employer organization or co-employer, insurers, affiliatestrustees, divisions, subsidiaries, parentsparents (including, without limitation, Elastic N.V., a Dutch public company with limited liability), predecessor and successor corporations, and assigns (collectively, collectively the “Released PartiesReleasees”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes ) as of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs of the execution of this Supplemental Release Agreement (collectivelyincluding, the “Released Claims”). The Released Claims include but are not limited to:
, the following: (a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal federal or any state constitution; (b) claims arising under the federal or any state statute, including the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Rehabilitation Act of 1967 (the “ADEA”)1973, the federal Americans with Disabilities Act of 1990, the federal Equal Pay Act, the Fair Labor Standards Act, the federal Fair Credit Reporting Act, the Employee Retirement Income Security Act of 1974, the federal National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Immigration Reform and Control Act, the California Fair Employment and Housing Act and Family Rights Act, the California Labor Code, and all amendments to the California Workers’ Compensation Act; (c) claims arising under federal, state or local laws prohibiting discrimination in employment, including laws prohibiting discrimination in employment on the basis of race, sex, age, disability, national origin, or religion, such as the California Fair Employment and regulations issued under each such statuteHousing Act;
(fd) all claims for violation misclassification, wrongful discharge, breach of the federal contract, breach of contract, breach of public policy, physical or mental harm or distress; (e) any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims claim for attorneys’ fees and costs; (f) any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company; (g) any claims of amounts due for fees, commissions, expenses, salary, bonuses, profit sharing, fringe benefits; and (h) any and all other claims arising from Employee’s relationship with the Company or the termination of that relationship, including, but not limited to, claims that may have arisen since the date Employee signed the Agreement. Employee agrees that Employee will not file any legal action asserting any such claims. Employee agrees that the release set forth in this Section 2 shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to: (i) any obligations incurred under this Supplemental Release; or (ii) claims that cannot be released as a matter of law.
Appears in 1 contract
Release of Claims. In exchange for Except as otherwise set forth in this Agreement, Jxxxx hereby releases, acquits and forever discharges the compensationCompany and its owners, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveofficers, Employee hereby generally and completely releases XOMA and XOMA (US) LLCdirectors, and their past and present officersshareholders, employees, agents, directorsindependent contractors, employeesmembers, investorsexecutors, shareholderspartners, joint venturers, administrators, partnersparent, attorneyssubsidiaries, agentsassigns, insurersassociates, affiliates, divisionsand attorneys, subsidiariesas well as all persons or companies acting by, parentsunder, predecessor and successor corporations, and assigns through or in concert with any of them (collectively, the “Released Parties”), from, of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s 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 directly or indirectly arising out of or in any way connected with Jxxxx’x employment with XOMA the Company or the termination separation of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off{4347502.DOCX:2} 4 | Page fringe benefits, expense reimbursements, severance separation pay, fringe benefits, equity or stock, stock options, or any other ownershipform of compensation; claims pursuant to any federal, equity state or profits interests in XOMA (including local law, statute, or cause of action including, but not limited to any right to purchaseto, the federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of 1990; the federal Employee Retirement Income Security Act of 1974, as amended; the federal Family and Medical Leave Act, as amended (the “FMLA”); the federal Age Discrimination in Employment Act; the federal Older Workers Benefit Protection Act; the Lxxxx Xxxxxxxxx Fair Pay Act; the California Fair Employment and Housing Act, as amended; the California Family Rights Act, as amended; the California Fair Pay Act; the California Labor Code, or actual purchaseany similar statutes or laws under any other jurisdiction, of shares of stock of XOMA);
(c) all claims for breach of contract, including Texas; tort law; contract law; wrongful termination discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;
dealing (d“Release”). This Release does not prohibit Jxxxx from participating in an Equal Employment Opportunity Commission (“EEOC”) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all or other federal, state and or local statutory claimsadministrative agency investigation or proceeding. However, including claims for discrimination, harassment, retaliation, attorneys’ fees Jxxxx agrees to waive his right to monetary or other claims arising under recovery should any claim be pursued with the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal EEOC or any state constitution;
(g) all claims administrative agency on his behalf arising out of or related to his employment with and/or separation from the Company. In addition, this Release shall not be construed in any other laws and regulations relating way to employment waive any rights or employment discrimination; and
(h) all claims for attorneys’ fees and costsbenefits that may not be waived pursuant to applicable law.
Appears in 1 contract
Samples: Separation and Release Agreement (Arcadia Biosciences, Inc.)
Release of Claims. In exchange for Wuu, in consideration of the compensationpayments described herein, benefits hereby releases and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLC, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, discharges Avant! from any and all claimsactions, duties, liabilities, obligations and causes of action, both known and unknownclaims, that arise or charges arising out of or are in any way related to eventshis employment and/or termination of employment, actsincluding, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
, claims for compensation under any compensation plan maintained by the Company; claims associated with the criminal case brought against Wuu (aexcept as provided in Section 3(f) all of this Agreement); claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all for wrongful termination; claims for breach of contract, wrongful termination breach of his Employment Agreement dated October 1, 2000 and Amendment to Severance Agreement dated December 15, 1999; breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in dealing or violation of public policy;
; claims for misrepresentation, fraud, negligence, infliction of emotional distress; claims for misrepresentation, fraud, negligence, infliction of emotional distress; claims for discrimination or harassment on the basis of age, alienage, citizenship, creed, mental or physical disability; gender, marital status; medical condition, national origin, race, religion, sex or sexual orientation (e) all or any other characteristic protected by federal, state and or local statutory claims, including statutes and/or regulations); claims for discriminationwhistle-blowing, harassmentinvasion of the right to privacy; libel, retaliationslander or defamation; claims for wages, bonus, compensation; expense reimbursement, vacation, compensatory time, severance, benefits or any other sum or money or thing whatsoever; common law claims; claims related to disability; family medical leave under state and/or federal laws; claims for attorneys’ fees or other ' fees, expenses and costs (except as provided in Section 3(f) of this Agreement); claims arising under for violations of the Federal California Fair employment and Housing Act; Title VII of the 1964 Civil Rights Act, as amended; the Civil Rights Act of 1964, 1866; the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”)Act, the federal California Labor Code; the Equal Pay Act; the Americans with Disabilities Act of 1990, 1991; the federal Rehabilitation Act of 1973; the Fair Labor Standards Act, ; any wage order promulgated by the California Industrial Welfare Commission; the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment Family and Retraining Notification Act, Medical Leave Acts; the California Fair Employment and Housing Act and Family Rights Act; the California Constitution; the California Labor Code, and including all amendments to any of the aforementioned Acts and regulations issued under each such statutestatutes;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out violations of any other laws federal, state, local and/or municipal fair employment statutes or law, or violations of any other law, rule, regulation, or ordinance pertaining to employment, wages, compensation, hours worked, or any other aspect of Wuu's employment relationship with the Company through the Effective Date of this Agreement. Wuu does not waive his right to enforce this Agreement.
a. Wuu represents that he has no physical or mental disability resulting from his employment with the Company that would form the basis for a Workers' Compensation claim.
b. Wuu acknowledges that he is familiar with the provisions of Sectixx 0002 of the California Civil Code, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Being aware of said Code section, Wuu hereby expressly waives and regulations relating relinquishes any rights or benefits he may have hereunder, as well as under any other state or federal statutes or common law principles of similar effect.
c. Wuu agrees that he has not and will not file or cause to be filed x xxxrge or claim, sue or cause or permit to be filed any civil action, suit or legal pxxxeeding seeking personal, equitable or monetary relief for Wuu in connection with any matter occurring at any time in the past concerning Wuu's employment relationship with the Company, and the criminal case/investigation arising form his employment with Avant!, up to and including the date of this Agreement or employment discrimination; andinvolving any continuing effects of any acts or practices which may have arisen or occurred on or prior to the date of this Agreement. Wuu further agrees and covenants that should any person, organization, or other entity file, charge, claim, sue or cause or permit to be filed any civil action, suit or legal pxxxeeding involving any matter occurring at any time in the past, Wuu will not seek or accept any personal relief (including, but not limited to, monetary relief) in such civil action, suit or proceeding.
(h) all claims for attorneys’ fees and costsd. Wuu agrees that Section 4 of this Agreement releases the Company xxxx xiability to the fullest extent permitted by law.
Appears in 1 contract
Samples: General Release and Settlement Agreement (Avant Corp)
Release of Claims. In exchange for the compensationconsideration under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, 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: (a) all claims arising out of or in any way related to your employment with and/or consulting services for the Company or the termination of that employment/consultancy; (b) all claims related to your compensation or benefits from the Company, including consulting fees, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other consideration to be provided to Employee claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Agreement Act of 1967, as amended (“ADEA”), and the California Fair Employment and Housing Act (as amended); provided, however, that Employee is not otherwise entitled nothing in this paragraph 10 shall release the Company from any obligations it may have pursuant to receivethis Agreement. In exchange for the consideration recited herein, Employee the Company hereby generally and completely releases XOMA and XOMA (US) LLC, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, you from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs your signing this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s your employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsCompany.
Appears in 1 contract
Release of Claims. In exchange for the compensation, benefits payments and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally release, acquit, and completely releases XOMA forever discharge the Company, its parents and XOMA (US) LLCsubsidiaries, and their past and present officers, directors, agents, directorsservants, employees, investorsattorneys, shareholders, administrators, partners, attorneyssuccessors, agents, insurersassigns, affiliates, divisions, subsidiaries, parents, predecessor and successor corporationscustomers, and assigns (collectively, the “Released Parties”), from, clients of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s 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 with XOMA the Company or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of shares 1967, as amended ("ADEA"); the federal Americans with Disabilities Act of stock of XOMA);
(c) all claims for breach of contract1990; the California Fair Employment and [LOGO] Housing Act, as amended; tort law; contract law; wrongful termination discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costs.
Appears in 1 contract
Release of Claims. (a) In exchange for the compensationPayments, benefits you, on behalf of yourself, your heirs and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveassigns, Employee hereby generally irrevocably and completely releases XOMA and XOMA (US) LLCunconditionally release, waive, and their past forever discharge Bank, Capital Bancorp, Inc., as well as all of such entities’ respective present and present former affiliates, officers, directors, shareholders, members, owners, employees, agents, directorsbenefit plans, employees, investors, shareholders, administrators, partnersinsurers, attorneys, agentspredecessors, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, successors and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, ) from any and all claimsclaims of any kind whatsoever, dutieswhether known or unknown at this time, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s connected with, your employment with XOMA or and the termination of that your employment;
, including, but not limited to, all matters in law, in equity, in contract (boral or written, express or implied) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock optionsin tort, or arising under any other ownershipemployee benefit plan, equity or profits interests in XOMA (pursuant to statute, including but not limited to any right to purchase, or actual purchase, claim any types of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising discrimination under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974Older Workers Benefit Protection Act, the federal Worker Adjustment and Retraining Notification Act, Title VII of the California Fair Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, claims for emotional distress, mental anguish, personal injury, loss of consortium; any and all claims that may be asserted on your behalf by others (including the Equal Employment Opportunity Commission), any claims under Section 409A of the Internal Revenue Code of 1986, as amended; or any other federal, state, or local law, rule, regulation, executive order or guideline from the beginning of time through the date of this Agreement. The foregoing list is meant to be illustrative rather than inclusive.
(b) This Agreement shall not be interpreted to waive, release, or extinguish any rights that – by express and Housing Act unequivocal terms of law – may not under any circumstances be waived, released, or extinguished. This Agreement shall not apply to your vested benefits under any tax-qualified plan or under COBRA.
(c) Except as otherwise provided for in this Agreement, you waive your rights and claims to the California Labor Codeextent set forth above, and all amendments you also agree not to and regulations issued under each institute, or have {Clients/1836/00406836.DOCX/ } 18 instituted, a lawsuit against the Released Parties based on any such statute;
(f) all waived claims for violation or rights, except to the extent to enforce the terms of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and coststhis Agreement.
Appears in 1 contract
Release of Claims. In exchange for the compensationseverance benefits, benefits stock option vesting arrangement and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally release, acquit and completely releases XOMA forever discharge the Company and XOMA (US) LLCits officers, and their past and present officersdirectors, agents, directorsservants, employees, investorsattorneys, shareholders, administratorssuccessors, partners, attorneys, agents, insurers, assigns and affiliates, divisions, subsidiaries, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s 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 with XOMA the Company or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including the Company, vacation pay, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; claims pursuant to any federal, state, local law, statute or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of shares 1990; the federal Age Discrimination in Employment Act of stock of XOMA1967, as amended ("ADEA");
(c) all claims for breach of contract; the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful termination discharge; discrimination; fraud; defamation; harassment; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims . The releases given herein shall not bar any claim for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation breach of the federal or any state constitution;
(g) all claims arising out terms of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and coststhis Agreement.
Appears in 1 contract
Samples: Separation and Consulting Agreement (Clarent Corp/De)
Release of Claims. In exchange for the compensationpromises and covenants set forth herein, benefits Xxxxx hereby releases, acquits, and other consideration to be provided to Employee under forever discharges the Employment Agreement that Employee is not otherwise entitled to receiveCompany, Employee hereby generally its parents and completely releases XOMA and XOMA (US) LLCsubsidiaries, and their past and present officers, directors, agents, directorsservants, employees, investorsattorneys, shareholders, administrators, partners, attorneyssuccessors, agents, insurersassigns, affiliates, divisions, subsidiaries, parents, predecessor and successor corporationscustomers, and assigns (collectively, the “Released Parties”), from, clients of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, claims liabilities, obligations and demands, causes of action, both costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employeeagreements, acts or conduct at any time prior to the Effective Date, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with the Company’s employment with XOMA or of Xxxxx, the termination of that employment;
(b) all , and the Company’s performance of its obligations as Xxxxx’x employer; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to any right to purchaseto, or actual purchasethe California Fair Employment and Housing Act; Title VII of the federal Civil Rights Act of 1964, of shares of stock of XOMAas amended; the federal Age Discrimination in Employment Act (“ADEA”);
(c) all claims for breach of contract, ; the federal Americans With Disabilities Act; tort law; contract law; wrongful termination discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costs.
Appears in 1 contract
Samples: Separation Agreement (Sequenom Inc)
Release of Claims. In exchange for (a) Employee, individually and on behalf of Employee’s attorneys, heirs, assigns, successors, executors, and administrators, hereby GENERALLY RELEASES, ACQUITS, AND DISCHARGES Zale and its respective current and former parent (including, but not limited to Xxxx Corporation), subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities, their successors and assigns, and the compensationcurrent and former owners, benefits shareholders, directors, officers, employees, agents, attorneys, representatives, and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveinsurers of said corporations, Employee hereby generally firms, associations, partnerships, and completely releases XOMA and XOMA (US) LLCentities, and their past and present officersguardians, agentssuccessors, directorsassigns, employeesheirs, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporationsexecutors, and assigns administrators (collectively, hereinafter collectively referred to as the “Released PartiesReleasees” and individually as a Releasee”), from, ) from and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, against any and all claims, dutiescomplaints, grievances, liabilities, obligations and obligations, promises, agreements, damages, causes of action, both known rights, debts, demands, controversies, costs, losses, and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA expenses (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees and expenses) whatsoever, under any municipal, local, state, or other federal law, common or statutory — including, but in no way limited to, claims arising under the Federal Civil Rights Act of 1964United States and Texas Constitutions, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), as amended, Title VII of the federal Civil Rights Act of 1964, as amended (including the Civil Rights Act of 1991), the Americans with Disabilities Act of 1990, as amended by the federal Fair Labor Standards Americans with Disabilities Amendment Act, the federal the Employee Retirement Income Security Act of 1974, (“ERISA”) as amended, the federal Labor Management Relations Act, as amended, the Occupational Safety and Health Act, as amended, the Racketeer Influenced and Corrupt Organizations Act (RICO), as amended, the Sarbanes Oxley Act of 2002, the Sabine Pilot Doctrine, the American Jobs Creation Act of 2004, the Texas Commission on Human Rights Act, the Texas Pay Day Act, the Worker Adjustment and Retraining Notification Act (“WARN”), the Family and Medical Leave Act (“FMLA”), the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), claims of retaliatory discharge under the Texas Workers’ Compensation Act, as amended, or any other claims, including claims in equity or common law claims — for any actions or omissions whatsoever, whether known or unknown and whether connected with the California Fair Employment employment relationship between Employee and Housing Zale, the cessation of Employee’s employment with Zale which existed or may have existed prior to, or contemporaneously with, the execution of this Agreement (collectively, the “Released Claim(s)”). Employee agrees that this Agreement includes a release of any and all negligence claims, contractual claims (express or implied), wrongful discharge claims, fraud, misrepresentation, and claims of discrimination, harassment, or retaliation of every possible kind.
(b) Further, Employee hereby waives, relinquishes, and releases Releasees from any and all claims relating to or arising from Section 1.2(a)-(g) of the ESA regarding Termination Benefits in Connection with a Change in Control and, specifically, from any and all claims for Severance Pay, equity compensation adjustments and/or other benefits payable in the event of a Qualifying Termination during a Protection Period. Any and all rights to such Severance Pay, equity compensation adjustments and/or other benefits are hereby forever released, discharged, and waived by Employee.
(c) Employee agrees not to assert any claims released above in a class or collective action and further agrees not to become, and promises not to consent to become, a member (including a representative class plaintiff) of any class in a case brought in court or in arbitration in which claims are asserted against any of the Releasees that are related in any way to Employee’s employment with or termination from Company and/or that involve events which have occurred as of the Effective Date of this Release. If Employee, without Employee’s prior knowledge and consent, is made a member of a class in any proceeding, whether in court or in arbitration, Employee will opt out of the class at the first opportunity afforded to him/her after learning of Employee’s inclusion. In this regard, Employee agrees that Employee will execute, without objection or delay, an “opt-out” form presented to her either by the court or the arbitral forum in which such proceeding is pending or by counsel for the Company.
(d) Employee understands that nothing in this Agreement is intended to interfere with or deter Employee’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the EEOC or any state discrimination agency or commission or to participate in any investigation or proceeding conducted by those agencies. Further, Employee understands that nothing in this Agreement would require Employee to tender back the money received under this Agreement if Employee seeks to challenge the validity of the ADEA or state law age discrimination waiver, nor does the Employee agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Further, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees or costs to Zale should Employee challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state law. Notwithstanding the foregoing two sentences, as provided above Employee also waives any right to recover from any Releasee in a civil suit brought by any governmental agency or any other individual on Employee behalf with respect to any Released Claim.
(e) This release excludes any claim which cannot be released by private agreement, such as workers’ compensation claims, claims after the Effective Date of this Agreement, and the California right to file administrative charges with certain 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 CodeRelations Board, and all amendments or a comparable state or local agency. Notwithstanding the previous two sentences, Employee agrees to and regulations issued under each such statute; waive any right to recover monetary damages in any charge, complaint, or lawsuit against Zale filed by Employee or by anyone else on Employee’s behalf.
(f) This general release covers both claims that Employee knows about and those that Employee may not know about, except that it does not waive any rights or claims, including claims under the ADEA, that may arise after the Effective Date of this Agreement (as defined below). Employee further represents and warrants that: (i) Employee has been fully and properly paid for all claims hours worked, (ii) Employee has received all leave in accordance with applicable law; and (iii) Employee has not suffered any on the job injury for violation which Employee has not already filed a claim. Employee further acknowledges, agrees and hereby stipulates that: (i) during Employee’s employment with the Company, Employee was allowed to take all leave and afforded all other rights to which Employee was entitled under the Family and Medical Leave Act (“FMLA”); and (ii) the Company has not in any way interfered with, restrained or denied the exercise of the federal (or attempt to exercise) any state constitution;
FMLA rights, nor terminated or otherwise discriminated against Employee for exercising (gor attempting to exercise) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costssuch rights.
Appears in 1 contract
Samples: Confidential Separation and Release Agreement (Zale Corp)
Release of Claims. In exchange for The Parties agree that the compensation, benefits and other foregoing consideration represents settlement in full of all outstanding obligations owed to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLC, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”)each other. The Released Claims include but are not limited to:Parties, on their own
(a) any and all claims relating to or arising out of or in any way related to from Employee’s 's employment relationship with XOMA or the Company and the termination of that employmentrelationship;
(b) any and all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock optionsrelating to, or any other ownershiparising from, equity or profits interests in XOMA (including but not limited to any Employee's right to purchase, or actual purchase, purchase of shares of stock of XOMA)the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful termination of employment; termination in violation of public policy; discrimination; breach of contract, wrongful termination both express and implied; breach of the implied a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion;
(d) any and all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all any federal, state and local statutory claimsor municipal statute, including claims for discriminationincluding, harassmentbut not limited to, retaliation, attorneys’ fees or other claims arising under Title VII of the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”)1967, the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal The Worker Adjustment and Retraining Notification Act, Older Workers Benefit Protection Act; the California Fair Employment and Housing Act and the California Labor CodeAct, and all amendments to Labor Code section 201, et seq. and regulations issued under each such statute; section 970, et seq.;
(fe) any and all claims for violation of the federal federal, or any state state, constitution;
(gf) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(hg) any and all claims for attorneys’ ' fees and costs. The Parties agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. Similarly, this release does not apply to any claims Employee may have for indemnification by the Company under any applicable agreement, insurance policy (including that providing coverage for the actions of Company directors and officers), Company by-laws, or under any applicable statute. Further, the Company agrees to indemnify Employee in the same manner as its other officers and directors. Finally, nothing stated herein shall adversely affect any rights Employee may have under the Company's 401(k) plan.
Appears in 1 contract
Release of Claims. In exchange for the compensationXxxxxxxx hereby releases, benefits acquits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveforever discharges EXAR, Employee hereby generally and completely releases XOMA and XOMA (US) LLCits officers, and their past and present officersdirectors, agents, directorsservants, employees, investors, shareholders, administratorssuccessors, partners, attorneys, agents, insurers, assigns and affiliates, divisions, subsidiaries, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, dutiesor potential claims, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s agreements, events, acts or conduct at any time prior to and including the Termination Date, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with Xxxxxxxx’ employment with XOMA EXAR or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including EXAR, vacation pay, fringe benefits, expense reimbursements, severance benefits, or any other form of compensation; claims pursuant to any federal, state, or local law or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of shares 1967, as amended (“ADEA”); the federal Americans with Disabilities Act of stock of XOMA);
(c) all claims for breach of contract1990; the California Fair Employment & Housing Act, as amended; tort law; contract law; wrongful termination discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) . Effective January 1, 2015, the Company will release, acquit and forever discharge Xxxxxxxx of and from any and all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory or potential claims, including claims for discriminationliabilities, harassmentdemands, retaliationcauses of action costs, expenses, attorneys’ fees fees, damages, indemnities and obligations of every kind and nature, in law, equity, or other claims arising under the Federal Civil Rights Act of 1964otherwise, the federal Civil Rights Act of 1991known or unknown, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”)suspected and unsuspected, the federal Americans with Disabilities Act of 1990disclosed and undisclosed, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of or in any other laws and regulations relating way related to employment Xxxxxxxx’ Employment with EXAR except claims or employment discrimination; and
(h) all claims for potential claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees fees, damages, indemnities and costsobligations of every kind and nature, in law , equity, or otherwise, in any way related to acts of fraud, willful misconduct and gross negligence.
Appears in 1 contract
Release of Claims. In exchange for consideration of the compensationterms set forth herein, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveyou hereby fully release, Employee hereby generally and completely releases XOMA and XOMA (US) LLCacquit, and their past forever discharge Jaguar, and present each of its predecessors, successors and assigns, subsidiary corporations, affiliated corporations, and the officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, attorneys and agents, insurerspast and present, affiliatesof each of the aforesaid entities, divisions, subsidiaries, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and causes of action, both damages, costs, attorneys’ fees, expenses, and compensation whatsoever, of whatever kind or nature, in law, equity or otherwise, whether known and or unknown, contingent, suspected or unsuspected, that arise out of you may now have, have ever had, or are in any way related hereafter may have relating directly or indirectly to eventsyour employment with Jaguar. Specifically, actsyou waive and release all claims, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectivelyincluding, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims , those arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMAunder California Labor Code 1102.5, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach Title VII of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, as amended, the federal Civil Rights Act of 1991; the Equal Pay Act; the Americans With Disabilities Act of 1990; the Rehabilitation Act of 1973, as amended; the federal Age Discrimination in Employment Act, as amended; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; the Immigration Reform and Control Act, as amended; the Workers Adjustment and Retraining Notification Act, as amended; the Occupational Safety and Health Act, as amended; the Xxxxxxxx-Xxxxx Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal 2002; the Employee Retirement Income Security Act of 1974, as amended; the federal Worker Adjustment and Retraining Notification National Labor Relations Act, ; the California Fair Uniformed Services Employment and Housing Reemployment Rights Act; and any and all state or local statutes, ordinances, or regulations, as well as all claims arising under federal, state, or local law involving any tort, employment contract (express or implied), public policy, wrongful discharge, or any other claim. You also release any and all claims you may have that arose prior to the date of this Agreement under the Family and Medical Leave Act and the Fair Labor Standards Act. You further understand that the claims you are releasing include any and all claims you have or might have against Jaguar that are the result of any act or failure to act that occurred before the effective date of this Agreement, whether or not you presently are aware that you have such a claim. This includes your express waiver of any claims that would otherwise be covered by Section 1542 of the California Labor Civil Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costs.which states:
Appears in 1 contract
Release of Claims. In exchange for the compensationpromises and covenants set forth herein, benefits Xxxxxx hereby releases, acquits, and other consideration to be provided to Employee under forever discharges the Employment Agreement that Employee is not otherwise entitled to receiveCompany, Employee hereby generally its parents and completely releases XOMA and XOMA (US) LLCsubsidiaries, and their past and present officers, directors, agents, directorsservants, employees, investorsattorneys, shareholders, administrators, partners, attorneyssuccessors, agents, insurersassigns, affiliates, divisions, subsidiaries, parents, predecessor and successor corporationscustomers, and assigns (collectively, the “Released Parties”), from, clients of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, claims liabilities, obligations and demands, causes of action, both costs, expenses, attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s agreements, acts or conduct at any time prior to the Separation Date, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with the Company's employment with XOMA or of Xxxxxx, the termination of that employment;
(b) all , and the Company's performance of its obligations as Xxxxxx'x former employer; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to any right to purchaseto, or actual purchasethe California Fair Employment and Housing Act, the federal Civil Rights Act of shares 1964, as amended; the federal Age Discrimination in Employment Act of stock of XOMA);
(c) all claims for breach of contract1967, as amended; the federal Americans With Disabilities Act; tort law; contract law; wrongful termination discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costs.
Appears in 1 contract
Release of Claims. In exchange for the compensationpromises contained in this Agreement and to the extent permitted by law, benefits Executive hereby waives, releases and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLC, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), fromforever discharges, and agrees that Executive will not to sue in any manner institute, prosecute or otherwise institute any legal or administrative proceedings concerningpursue, any and all complaints, claims, dutiescharges, liabilities, obligations and claims for relief, demands, suits, actions or causes of action, both known and unknownwhether in law or in equity, that arise out of know or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement unknown (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims , which Executive asserts or could assert, at common law, under any express or implied contract, arising out of in tort or in under any way related to Employee’s employment with XOMA statute, rule, regulation, order or the termination of that employment;
(b) all claims related to compensation law, whether federal, state, or benefits from XOMAlocal, or on any grounds whatsoever, including salarywithout limitation, bonusesclaims under the Employment, commissionsConfidential Information, vacationand Invention Assignment Agreement executed on or about June 2, paid time off2004 (the “Confidentiality Agreement”), expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach Title VII of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991California Fair Employment and Housing Act, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”)California Labor Code, the federal California Business and Professions Code, the Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal Family and Medical Leave Act of 1993, and the Employee Executive Retirement Income Security Act of 1974, against the federal Worker Adjustment Company and Retraining Notification Actany of its or their current or former, the California Fair Employment and Housing Act and the California Labor Codeowners, officials, directors, officers, shareholders, affiliates, agents, representatives, employees, attorneys, subsidiaries, parents, divisions, branches, units, successors, predecessors, and all amendments assigns (collectively referred to and regulations issued under each such statute;
(fas “Released Parties”) all claims for violation of the federal with respect to any event, matter, claim, damage or any state constitution;
(g) all claims injury arising out of or relating to Executive’s employment relationship with the Company, the termination of such employment relationship, or the Confidentiality Agreement arising up to the date and time of signing of this Agreement by Executive. Notwithstanding the foregoing, the release does not terminate Executive’s rights (a) set forth in this Agreement, (b) with respect to the Stock Option Grants, the Restricted Shares or the Performance Vesting Restricted Stock Award, (c) Executive’s rights to be indemnified by the Company or any of its subsidiaries under any agreement with the Company or any of its subsidiaries, the Company’s certificate of incorporation or bylaws, or under applicable law or (d) resulting from any breaches of this Agreement. This Agreement also does not extend to those rights which as a matter of law cannot be waived, including, but not limited to, unwaivable rights. If any claim is not subject to release, to the extent permitted by law, Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which the Company or any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsreleasee identified in this Agreement is a party.
Appears in 1 contract
Release of Claims. In exchange for the compensation, benefits and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally and completely releases XOMA release the Company and XOMA (US) LLCits directors, and their past and present officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, dutiesliabilities and obligations, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on and including the date Employee signs you sign this Release Agreement (collectivelyAgreement. This general release includes, the “Released Claims”). The Released Claims include but are is not limited to:
: (a) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company or the termination of that employment;
; (b) all claims related to your compensation or benefits from XOMAthe Company, including salary, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
the Company; (c) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Age Discrimination in Employment Act of 19741967, the federal Worker Adjustment and Retraining Notification Actas amended (“ADEA”), the California Fair Employment and Housing Act (as amended), and the California Labor Code. Notwithstanding the foregoing, you are not hereby releasing (i) any rights you have under this Agreement, or (ii) any obligation the Company may have to indemnify you for acts within the course and scope of your employment with the Company, pursuant to the articles and bylaws of the Company, any fully executed written agreement with the Company, or applicable law. Also excluded from this Agreement are any claims which cannot be waived by law. You are waiving, however, your right to any monetary recovery should any governmental agency or entity pursue any claims on your behalf. You also acknowledge that you have received all leaves of absence and leave benefits and protections for which you are eligible, and all amendments to and regulations issued under each such statute;
(f) all claims have not suffered any on-the-job injury for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costswhich you have not already filed a claim.
Appears in 1 contract
Samples: Separation Agreement (Nuvelo Inc)
Release of Claims. In exchange for the compensationXxxxx hereby releases, benefits acquits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveforever discharges EXAR, Employee hereby generally and completely releases XOMA and XOMA (US) LLCits officers, and their past and present officersdirectors, agents, directorsservants, employees, investors, shareholders, administratorssuccessors, partners, attorneys, agents, insurers, assigns and affiliates, divisions, subsidiaries, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, dutiesor potential claims, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s agreements, events, acts or conduct at any time prior to and including the Termination Date, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with Xxxxx’x employment with XOMA EXAR or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including EXAR, vacation pay, fringe benefits, expense reimbursements, severance benefits, or any other form of compensation; claims pursuant to any federal, state, or local law or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of shares 1967, as amended (“ADEA”); the federal Americans with Disabilities Act of stock of XOMA);
(c) all claims for breach of contract1990; the California Fair Employment & Housing Act, as amended; tort law; contract law; wrongful termination discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) . Effective July 11, 2013, the Company will release, acquit and forever discharge Xxxxx of and from any and all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory or potential claims, including claims for discriminationliabilities, harassmentdemands, retaliationcauses of action costs, expenses, attorneys’ fees fees, damages, indemnities and obligations of every kind and nature, in law, equity, or other claims arising under the Federal Civil Rights Act of 1964otherwise, the federal Civil Rights Act of 1991known or unknown, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”)suspected and unsuspected, the federal Americans with Disabilities Act of 1990disclosed and undisclosed, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of or in any other laws and regulations relating way related to employment Xxxxx’x Employment with EXAR except claims or employment discrimination; and
(h) all claims for potential claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees fees, damages, indemnities and costsobligations of every kind and nature, in law, equity, or otherwise, in any way related to acts of fraud, willful misconduct and gross negligence.
Appears in 1 contract
Release of Claims. In Except as otherwise set forth in this Agreement, in exchange for the compensation, benefits and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally and completely releases XOMA release the Company and XOMA (US) LLCits directors, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliatesaffiliates and assigns, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on the date Employee signs contemporaneous with your execution of this Release Agreement (collectivelyAgreement. This general release includes, the “Released Claims”). The Released Claims include but are is not limited to:
: (a) all claims arising out of or in any way related to Employee’s your employment or other professional relationship with XOMA the Company or the termination of that employment;
employment or relationship; (b) all claims related to your compensation or benefits from XOMAbenefits, including salary, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, or stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
; (c) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 19901990 (as amended), the federal Fair Labor Standards ActAge Discrimination in Employment Act (“ADEA”) (as amended), the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and (as amended). Nothing in this release shall apply to any claims by you against the California Labor CodeCompany relating to your vested rights to Company stock options, and all amendments to and regulations issued under each such statute;
(f401(k) all claims for violation of the federal benefits or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsbenefits set forth in Paragraph 6.
Appears in 1 contract
Release of Claims. In exchange for the compensation, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (USa) LLCYou, and their past anyone claiming through you or on your behalf, waive the right to assert and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor further agree to release and successor corporations, discharge the Company and assigns the other Released Parties (collectively, the “Released Parties”), from, and agrees not as defined below) with respect to sue or otherwise institute any legal or administrative proceedings concerning, any and all claimsClaims (as defined below), duties, liabilities, obligations and causes of action, both whether currently known and or unknown, that arise out you now have, have ever had, or may ever have against the Company and any of the other Released Parties arising from or are in any way related to eventsany fact, actsagreement, conduct act, omission, or omissions thing occurring or existing at any time prior to or on the date Employee signs on which you sign this Release Agreement (collectivelyAgreement. Without limiting the foregoing, the “Released Claims”). The Released Claims include released by you hereunder include, but are not limited to:
(ai) all claims arising out of Claims for or related in any way to your employment, compensation, other terms and conditions of employment, or termination from employment with the Company, including without limitation all claims for salary, wages, bonus, incentive, stock, stock options (including all Claims under the MIP, the OIP and the Awards, except for Claims related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMAvested stock options, including salaryRSUs, bonusesPSUs, commissions, vacation, paid time off, expense reimbursementsPSAs and RSAs), severance pay, fringe benefits, stock, stock options, employee benefits or any other ownership, equity compensation or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA)benefit;
(cii) all claims for breach of Claims that were or could have been asserted by you or on your behalf: (A) in any federal, state, or local court, commission, or agency; (B) under any common law theory; or (C) under any contract, wrongful termination and breach tort, federal, state, or local law, statute, regulation, ordinance, constitutional provision, administrative code, rule or executive order; and
(iii) all Claims that were or could have been asserted by you or on your behalf arising under any of the implied covenant following laws, as amended from time to time: the Age Discrimination in Employment Act; the Older Workers Benefit Protection Act; Title VII of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, ; the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act; the Genetic Information Nondiscrimination Act; the Equal Pay Act of 1990, 1963; the federal Fair Rehabilitation Act of 1973; the National Labor Standards Relations Act, the federal ; the Employee Retirement Income Security Act of 1974, Act; the federal Family and Medical Leave Act; the Worker Adjustment and Retraining Notification Act, ; the California Uniformed Services Employment & Reemployment Rights Act; the Massachusetts Fair Employment Practices Act, M.G.L. c. 151B, § 1 et seq.; the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and Housing Act 11I; the Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C; the Massachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq.; the Massachusetts Payment of Wages Act, M.G.L. c. 149, §§ 148 et seq.; the Massachusetts Privacy Act, M.G.L. c. 214, § 1B; and the California Labor CodeMassachusetts Maternity Leave Act, M.G.L. c. 149, § 105(d); and all amendments other federal, state and local laws, statutes, regulations or ordinances, including any ‘‘whistleblower” law, statute, regulation or ordinance, prohibiting discrimination or pertaining to and regulations issued under each such statute; employment.
(fb) all claims Notwithstanding the foregoing terms, you do not waive or release (i) any claim for violation of the federal Severance Benefits; (ii) any right or claim that may not legally be waived; or (iii) any state constitution;
(g) all claims arising out of any other laws vested benefits under the Company’s employee benefit plans and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsprograms.
Appears in 1 contract
Release of Claims. In exchange for the compensationgood and valuable consideration set forth above, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveEmployee, Employee hereby generally and completely releases XOMA and XOMA (US) LLCon behalf of himself, his heirs, executors, administrators, and their past assigns, agrees to release, waive and present discharge Company, Asset Acceptance Capital Corp. (“AACC”) and each of its predecessors, successors, affiliates, subsidiaries, and current or former officers, agents, directors, employees, investors, shareholders, administrators, partnersagents, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, insurance providers and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and causes of action, both claims, rights, charges, suits, damages, debts, judgments, obligations, grievances, attorneys’ fees, and any and all other liabilities of any nature, whether in law or in equity, known and or unknown, that arise out of seen or are in any way related to eventsunforeseen, actsincluding, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other a. claims arising under Title VII of the Federal Civil Rights Act of 1964, 1964 (as amended); the federal Civil Rights Act of 1991, ; Section 1981 of the federal Civil Rights Act of 1866; the Family and Medical Leave Act; the Americans With Disabilities Act; the Age Discrimination in Employment Act of 1967 (1967, as amended; the “ADEA”), Michigan Xxxxxxx-Xxxxxx Civil Rights Act; the federal Americans with Michigan Persons With Disabilities Act of 1990, Civil Rights Act; the federal Fair Labor Standards Michigan Xxxxxxx-Xxxxxxxx Employee Right to Know Act, the federal ; the Employee Retirement Income Security Act of 1974Act; and/or any other federal, the federal Worker Adjustment and Retraining Notification Actstate, the California Fair Employment and Housing Act and the California Labor Codelocal, and all amendments to and regulations issued under each such or municipal statute; and/or
(f) all claims for violation of the federal or any state constitution;
(g) all b. claims arising out of any other laws and regulations federal, state, or local statute, law, constitution, ordinance or 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 discrimination; and
(h) 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 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 and all claims for attorneys’ fees damages, liquidated damages, or fringe benefits, including but not limited to, any claim for salary, wages, bonus, pay continuation, severance benefits, vacation pay, or other benefits, including without limitation short-term and costslong-term disability benefits or any other amounts to which Employee was or will be entitled to from the Company.
Appears in 1 contract
Samples: Release and Settlement Agreement (Asset Acceptance Capital Corp)
Release of Claims. In exchange For and in consideration of the payments to be made and for the compensation, benefits and other valuable consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled Xxxx pursuant to receivethis Agreement, Employee hereby generally and completely releases XOMA and XOMA (US) LLCXxxx for himself, and their past and present officershis heirs, agents, directors, employees, investors, shareholdersexecutors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to as "Xxxx Releasors"), hereby knowingly and voluntarily release and forever discharges Quanta and any of its past, present or future parent entities, partners, subsidiaries, affiliates, divisions, employee benefit and/or pension plans or funds, successors and assigns of each and any of its or their past, present or future officers, directors, attorneys, agents, insurerstrustees, affiliatesadministrators, divisionsemployees, subsidiariesor assigns, parentsin both their representative and individual capacities, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not hereinafter collectively referred to sue or otherwise institute any legal or administrative proceedings concerning, as "Quanta Releasees") from any and all claims, dutiesdemands, liabilities, obligations and causes of action, both known and unknowndebt or liabilities of any kind (upon any legal or equitable theory, that arise out of or are in any way related to eventswhether contractual (including, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in , any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Employment Agreement or regarding any notice provisions therein), common-law, statutory, federal, state, local or otherwise), whether known or unknown, asserted or unasserted, by reason of any act, omission, transaction, practice, plan, policy, procedure, conduct, occurrence or other matter (collectively "claims") which Releasors may have against the other, from the beginning of time up to and including the date of the execution of this Agreement including, but not limited to, any alleged violation of: Title VII of the Civil Rights Act of 1964, the federal as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the as amended; The Employee Retirement Income Security Act of 1974, the federal Worker 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, as amended ("ADEA"); The Workers Adjustment and Retraining Notification Act, as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act; The Fair Labor Standards Act; The Sarbanes Oxley Act; The New York Human Rights Act; The New York City Human Rights Law; The New York Equal Pay Act; The New Yorkers with Disabilities Act; The New York AIDS Testing Law; New York Wage Payment and Hours Law; New York Occupational Safety and Health Laws; New York Statutory Provisions Regarding Retaliation and Discrimination for Filing a Workers' Compensation Claim; Any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance; Any public policy, contract (express or implied), tort, or common law; or Any allegation for costs, fees, or other expenses including attorneys' fees incurred in these matters. This Paragraph does not include a release of any rights Xxxx may have with respect to the California Fair Employment and Housing Act 401(k) account he possessed through the Company, any vested rights or benefits he holds, and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation enforcement of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and coststhis Agreement.
Appears in 1 contract
Release of Claims. In exchange for the compensation(a) Xx. Xxxxxx, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveon behalf of himself, Employee hereby generally and completely releases XOMA and XOMA (US) LLChis spouse, successors, heirs, and their past assigns, hereby forever releases and present discharges Uroplasty, including its predecessors, successors, assigns, parents, subsidiaries, and affiliated entities, and the directors, officers, employees, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor shareholders and successor corporations, and assigns insurers of each (collectively, the “Released Parties”), from, and agrees not ) to sue or otherwise institute any legal or administrative proceedings concerning, the fullest extent permitted by law from any and all claims, dutiesdebts, liabilities, obligations demands, promises, agreements, costs and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA expenses (including but not limited to attorneys’ fees), damages, including liquidated damages or punitive damages, actions, and causes of action, of whatever kind or nature, whether known or unknown, suspected or unsuspected, fixed or contingent, arising out of any right to purchaseact or omission occurring before Xx. Xxxxxx’x execution of this Agreement (except any claims arising out of or contemplated by this Agreement, and any claims under federal and state law that may not be released as a matter of law) including but not limited to: (a) any claims based on, arising out of, or actual purchaserelated to Xx. Xxxxxx’x employment with, or the termination of shares his employment with, Uroplasty, and any claims for compensation of any kind, including without limitation, amounts due under any contract, all regular salary, expenses, distributions, earned but unused vacation, bonuses and incentive compensation, and stock options; (b) any claims arising from rights under federal, state and/or local laws, including but not limited to those related to any form of XOMA);
retaliation, harassment or discrimination on any basis, or any related cause of action, and any labor code provisions, 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 United States Code, as amended; the Americans with Disability Act of 1990, as amended; the Occupational Safety and Health Act, as amended; the Age Discrimination in Employment Act; the Older Worker Benefits Protection Act; the Family and Medical Leave Act; the Equal Pay Act; the Employee Retirement Income Security Act; the Minnesota Human Rights Act; Minn. § 181.81; Minn. Stat. § 176.82; Minn. Stat. §§ 181.931, 181.932, 181.935; and/or Minn. Stat. §§ 181.940–181.944; and any provision of the Minnesota or federal constitutions; (c) all any claims grounded in contract or tort theories, including but not limited to claims for wrongful discharge, breach of express or implied contract, wrongful termination and ; breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in ; tortious interference with contractual relations or prospective economic benefit; promissory estoppel; breach of promise; breach of manuals or other policies; violation of public policy;
(e) all federal, state and local statutory claims; fraud; misrepresentation; defamation, including claims libel, slander, and self-publication defamation; negligence; negligent hiring, supervision or retention; assault; battery; invasion of privacy; false imprisonment; infliction of emotional distress; harassment; or any other wrongful or unlawful acts, omissions, statements or practices; and/or (d) any other claim of any kind whatsoever, including but not limited to any claim for discriminationdamages or declaratory or injunctive relief of any kind. Nothing in this Section 8(a) is intended to or does: (1) impose any condition, harassmentpenalty, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 limitation affecting Xx. Xxxxxx’x right to enforce or challenge this Agreement; (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f2) all claims for violation of the federal constitute an unlawful release or any state constitution;
(g) all claims arising out waiver of any of Xx. Xxxxxx’x rights under any laws; (3) waive or release any claim that arises after this Agreement is signed; (4) waive or release Xx. Xxxxxx’x right to file an administrative charge with any local, state, or federal administrative agency under applicable law, or participate in any agency investigation, although Xx. Xxxxxx does waive and release his right to recover any monetary or other laws and regulations relating damages under such applicable law, including but not limited to employment compensatory damages, punitive damages, liquidated damages, or employment discrimination; and
(h) all claims for attorneys’ fees and costs; or (5) prevent or interfere with Xx. Xxxxxx’x right to provide truthful testimony, if under subpoena or court order to do so, or respond as otherwise provided by law. Xx. Xxxxxx agrees, understands, and acknowledges that, except as expressly stated herein, any and all claims which he has, had, or might have had against any of the Released Parties are fully released and discharged by this Agreement.
(b) Xx. Xxxxxx represents, in good faith, that he is not aware of any violations of federal or state law or regulation, nor is he aware of any facts which would constitute a violation of any federal or state law, not disclosed to counsel for Uroplasty, and that he has not knowingly withheld any information relating to any violation of federal or state law or regulation . Based in part thereon, Uroplasty hereby releases and discharges Xx. Xxxxxx from any and all liability for damages or claims of any kind, and agrees not to institute any claim for damages or otherwise, by charge or otherwise against Xxxxxx for any claims, including, but not limited to any statutory, contract, quasi contract, or tort claims, whether developed or undeveloped, arising from or related to Xx. Xxxxxx’x employment with Uroplasty, and/or the cessation of Xx. Xxxxxx’x employment with Uroplasty, except to the extent such claims or liability arise out of conduct by Xxxxxx with respect to which he would not be permitted indemnity under Minnesota Law. Nothing in this Section 8(b) is intended to or does: (1) impose any condition, penalty, or other limitation affecting Uroplasty’s right to enforce or challenge this Agreement; (2) constitute an unlawful release or waiver of any of Uroplasty’s rights under any laws; (3) waive or release any claim that arises after this Agreement is signed; (4) waive or release Uroplasty’s right to file an administrative charge with any local, state, or federal administrative agency under applicable law, or participate in any agency investigation, although Uroplasty does waive and release its right to recover any monetary or other damages under such applicable law, including but not limited to compensatory damages, punitive damages, liquidated damages, or attorneys’ fees and costs; or (5) prevent or interfere with Uroplasty’s right to provide truthful testimony, if under subpoena or court order to do so, or respond as otherwise provided by law.
Appears in 1 contract
Samples: Separation Agreement (Uroplasty Inc)
Release of Claims. In exchange for So long as the compensationCompanies timely recognize and honor ----------------- the agreements made herein, benefits you voluntarily and other consideration to be provided to Employee under irrevocably release and discharge the Employment Agreement that Employee is not otherwise entitled to receiveCompanies, Employee hereby generally and completely releases XOMA and XOMA (US) LLCtheir related or affiliated entities, and their past and present officersrespective predecessors, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporationssuccessors, and assigns (collectivelyassigns, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to Patriot American Hospitality, Inc. ("PAHI")), and the current and former officers, directors, shareholders, employees, and agents of each of the foregoing (any right and all of which are referred to purchaseas "Releasees") generally from all charges, complaints, claims, promises, agreements, causes of action, damages, arid debts that relate in any manner to your employment with or services for the Companies, known or unknown ("Claims"), which you have, claim to have, ever had, or actual purchaseever claimed to have had against any of the Releasees through the date on which you execute this Agreement SAVE AND EXCEPT for indemnification pursuant to the Indemnification Agreement. This general release of Claims includes, without implication of shares of stock of XOMA);
(c) limitation, all claims Claims for or related to: the Employment Agreement; the compensation provided to you by the Companies; your termination as described in Paragraph 1; wrongful or constructive discharge; breach of contract, wrongful termination and ; breach of the any implied covenant of good faith and fair dealing;
(d) all tort claims; tortious interference with advantageous relations; intentional or negligent misrepresentation, including claims for fraudfraud or deceit; infliction of emotional distress, defamation, emotional distress and discharge in violation of public policy;
(e) all unlawful retaliation or discrimination under the common law or any federal, state and or local statutory claimsstatute or law (including, including claims for discriminationwithout implication of limitation, harassmentthe Employee Retirement Income Security Act, retaliation, attorneys’ fees or other claims arising under Title VII of the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991Americans with Disabilities Act, the federal Age Discrimination in Employment Act of 1967 Act, Tex. Lab. Code Sections 21.001, et seq., and Tex. Hum. Res. Code Sections 12 1.001, et seq.). You also waive any Claim for reinstatement, severance, incentive or retention pay (the “ADEA”except as expressly provided in this Agreement), attorney's fees, or costs, relating to the above waived Claims. This Paragraph 3 does not release any claim for non-performance or breach after the date hereof of this Agreement. You agree that you will not hereafter pursue any Claim against any Releasee by filing a lawsuit in any local, state or federal Americans with Disabilities Act court for or on account of 1990, anything which has occurred up to the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act present time as a result of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Codeyour employment, and all amendments to and regulations issued under each such statute;
(f) all claims for violation you shall not seek reinstatement with, or damages of any nature, severance, incentive or retention pay, attorney's fees, or costs from the Companies or any of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsReleasees.
Appears in 1 contract
Release of Claims. In exchange for Except as otherwise set forth in this Agreement, Xx. Xxxxxxxx hereby releases, acquits and forever discharges the compensationCompany, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveits officers, Employee hereby generally and completely releases XOMA and XOMA (US) LLC, and their past and present officersdirectors, agents, directorsattorneys, servants, employees, investors, shareholders, administratorssuccessors, partners, attorneys, agents, insurers, assigns and affiliates, divisions, subsidiaries, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s 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 Xx. Xxxxxxxx'x employment with XOMA the Company or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including the Company, vacation pay, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of shares 1967, as amended ("ADEA"); the federal Americans with Disabilities Act of stock of XOMA);
(c) all claims for breach of contract1990; the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful termination discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costs.
Appears in 1 contract
Samples: Separation and Consulting Agreement (Cv Therapeutics Inc)
Release of Claims. In exchange for the compensationconsulting arrangement, benefits stock option vesting arrangement and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally release, acquit and completely releases XOMA forever discharge the Company and XOMA (US) LLCits officers, and their past and present officersdirectors, agents, directorsservants, employees, investorsattorneys, shareholders, administratorssuccessors, partnersassigns and Xxxxxxx X. Xxxxx March 2, attorneys, agents, insurers, 2001 Page 5 affiliates, divisions, subsidiaries, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s 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 with XOMA the Company or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including the Company, vacation pay, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; claims pursuant to any federal, state, local law, statute or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of shares 1990; the federal Age Discrimination in Employment Act of stock of XOMA1967, as amended ("ADEA");
(c) all claims for breach of contract; the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful termination discharge; discrimination; fraud; defamation; harassment; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims . The releases given herein shall not bar any claim for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation breach of the federal or any state constitution;
(g) all claims arising out terms of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and coststhis Agreement.
Appears in 1 contract
Samples: Separation and Consulting Agreement (Clarent Corp/Ca)
Release of Claims. In exchange for the compensationconsideration provided by this Agreement, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receive, Employee you hereby generally and completely releases XOMA release Company and XOMA (US) LLCits directors, and their past and present officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, ) from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of arising from or are in any way related to events, acts, conduct conduct, or omissions occurring prior to or on at the date Employee signs time that you sign this Release Agreement Agreement, including but not limited to claims arising from or in any way related to your employment with Company or the termination of that employment (collectively, the “Released Claims”). The By way of example, the Released Claims include claims include, but are not limited to:
: (a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b1) all claims related to your compensation or benefits from XOMACompany, including salary, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA Company; (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c2) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d3) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e4) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards ActAge Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and Texas state law. Notwithstanding the foregoing, the federal following are not included in the Employee Retirement Income Security Act of 1974Released Claims (the “Excluded Claims”): (1) claims arising after the date on which you sign this Agreement; (2) rights you may have as a Company shareholder; (3) claims for or rights to indemnification pursuant to your Employment Agreement, the federal Worker Adjustment Company’s articles of incorporation and Retraining Notification Actbylaws, any fully executed indemnification agreement with Company, insurance policy(ies) or applicable law; and (4) claims which cannot be waived as a matter of law. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the California Fair Employment and Housing Act and the California Labor CodeADEA, and all amendments that the consideration given for this Agreement is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised, as required by the ADEA, that: (a) your waiver and regulations issued under each release does not apply to any rights or claims that may arise after the date you sign this Agreement; (b) you have been advised that you have the right to consult with an attorney prior to executing this Agreement (although you may choose voluntarily not to do so); (c) you have been given twenty-one (21) days to consider this Agreement (although you may choose voluntarily to sign it earlier); (d) you have seven days following my execution of this Release to revoke your acceptance of it (with such statuterevocation to be delivered in writing to the Xxxxx Xxxxxxx within the seven day revocation period);
and (fe) all claims for violation of this Agreement will not be effective until the federal or any state constitution;
date upon which the revocation period has expired without revocation, which will be the eighth day after you sign it (g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costs“Effective Date”).
Appears in 1 contract
Release of Claims. In exchange for the compensationconsulting arrangement, benefits stock option vesting arrangement and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally release, acquit and completely releases XOMA forever discharge the Company and XOMA (US) LLCits officers, and their past and present officersdirectors, agents, directorsservants, employees, investorsattorneys, shareholders, administratorssuccessors, partners, attorneys, agents, insurers, assigns and affiliates, divisions, subsidiaries, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s 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 with XOMA the Company or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including the Company, vacation pay, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; claims pursuant to any federal, state, local law, statute or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of shares 1990; the federal Age Discrimination in Employment Act of stock of XOMA1967, as amended ("ADEA");
(c) all claims for breach of contract; the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful termination discharge; discrimination; fraud; defamation; harassment; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims . The releases given herein shall not bar any claim for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation breach of the federal or any state constitution;
(g) all claims arising out terms of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and coststhis Agreement.
Appears in 1 contract
Samples: Separation and Consulting Agreement (Clarent Corp/Ca)
Release of Claims. In exchange for the compensation, severance benefits and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee hereby generally and completely releases XOMA and XOMA (US) LLCyou, on behalf of yourself, your descendants, ancestors, dependents, heirs, executors, administrators, personal representatives, assigns, and their successors, past and present present, and each of them, hereby fully release, acquit and forever discharge the Company and its officers, agents, directors, employees, investorsstockholders, shareholdersrepresentatives, administrators, partnersagents, attorneys, agents, insurers, successors, assigns and affiliates, divisions, subsidiaries, parents, predecessor past and successor corporationspresent, and assigns each of them, in their individual and business capacities, (collectively, collectively the “Released Parties”), from, ) of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s 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 with XOMA the Company or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, options or any other ownership, equity or profits interests ownership interest in XOMA the Company (including claims for fraud, misrepresentation, breach of fiduciary duty, or breach of any duty imposed by state corporate or federal securities laws), severance pay,; and claims for damages, attorneys’ fees, costs or other relief pursuant to any federal, state or local law, statute, or cause of action including, but not limited to any right to purchaseto, or actual purchasealleged violations of the federal Civil Rights Act of 1964, as amended, the federal Americans with Disabilities Act of shares 1990; the federal Age Discrimination in Employment Act of stock 1967, as amended (“ADEA”), the Civil Rights Act of XOMA);
(c) all claims for breach 1991; the Employee Retirement Security Act of contract1974; the Worker Adjustment and Retraining Notification Act; those provisions of the California Labor Code which may lawfully be released; 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 termination discharge, discrimination, harassment, fraud, defamation, emotional distress, and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all ; any claim under any other federal, state and or local statutory claimslaw, regulation or ordinance which may lawfully be released; any claim for costs, fees or other expenses including claims for discrimination, harassment, retaliation, attorneys’ fees incurred in any of these matters (collectively, “Released Claims”).
a. You expressly waive your right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by you or on your behalf, related in any way to the matters released herein.
b. The parties acknowledge that this general release is not intended to bar any claims that, by statute, may not be waived, such as your right to file a charge with the National Labor Relations Board or Equal Employment Opportunity Commission and other similar government agencies, claims arising for workers’ compensation benefits or unemployment insurance benefits, as applicable, and any challenge to the validity of your release of claims under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”)1967, the federal Americans with Disabilities Act of 1990as amended, the federal Fair Labor Standards Actas set forth in this Agreement.
c. You represent that, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation as of the federal date of this Agreement, you have not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against the Company or any state constitution;of the other Released Parties in any court or with any governmental agency regarding the matters released in this Agreement.
(g) d. You 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 the sole and lawful owner of all claims arising out of any other laws right, title and regulations relating interest in and to employment or employment discrimination; and
(h) all claims for attorneys’ fees and coststhe Released Claims.
Appears in 1 contract
Samples: Severance Agreement (Orchard Supply Hardware Stores Corp)
Release of Claims. In Except as otherwise set forth in this Agreement, in exchange for the compensation, benefits and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally and completely releases XOMA release the Company and XOMA (US) LLCits parents, subsidiaries, successors, predecessors and affiliates, and its and their past and present directors, officers, employees, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliatesaffiliates and assigns, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on and including the date Employee signs you sign this Release Agreement (collectivelyAgreement. This general release includes, the “Released Claims”). The Released Claims include but are is not limited to:
: (a) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company or the termination of that employment;
; (b) all claims related to your compensation or benefits from XOMAbenefits, including salary, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
the Company; (c) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 19901990 (as amended), the federal Fair Labor Standards ActAge Discrimination in Employment Act (as amended) (“ADEA”), the federal the Employee Retirement Income Security Act of 1974California Labor Code, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, you are not releasing the Company hereby from any obligation to indemnify you pursuant to the articles and bylaws of the Company, applicable law, and any current indemnification agreements between you and the California Labor CodeCompany. You represent that you have no lawsuits, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out actions pending in your name, or on behalf of any other laws and regulations relating person or entity, against the Company or any other person or entity subject to employment or employment discrimination; and
(h) all claims for attorneys’ fees and coststhe release granted in this paragraph.
Appears in 1 contract
Samples: Separation and Consulting Agreement (Kosan Biosciences Inc)
Release of Claims. In exchange for Except as otherwise set forth in this Agreement, Xx. Xxxxxxxxxxx hereby releases, acquits and forever discharges the compensationCompany, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveits officers, Employee hereby generally and completely releases XOMA and XOMA (US) LLC, and their past and present officersdirectors, agents, directorsattorneys, servants, employees, investors, shareholders, administratorssuccessors, partners, attorneys, agents, insurers, assigns and affiliates, divisions, subsidiaries, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s 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 Xx. Xxxxxxxxxxx'x employment with XOMA the Company or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including the Company, vacation pay, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; claims pursuant to any federal, state, local law, statute or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of shares 1967, as amended ("ADEA"); the federal Americans with Disabilities Act of stock of XOMA);
(c) all claims for breach of contract1990; the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful termination discharge; discrimination; fraud; defamation; harassment; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costs.
Appears in 1 contract
Release of Claims. In exchange for the compensationpromises and covenants set forth herein, benefits Wechsler hereby releases, acquits, and other consideration to be provided to Employee under forever discharges the Employment Agreement that Employee is not otherwise entitled to receiveCompany, Employee hereby generally its parents and completely releases XOMA and XOMA (US) LLCsubsidiaries, and their past and present officers, directors, agents, directorsservants, employees, investorsattorneys, shareholders, administrators, partners, attorneyssuccessors, agents, insurersassigns, affiliates, divisions, subsidiaries, parents, predecessor and successor corporationscustomers, and assigns (collectively, the “Released Parties”), from, clients of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, claims liabilities, obligations and demands, causes of action, both costs, expenses, attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s agreements, acts or conduct at any time prior to the Separation Date, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with the Company's employment with XOMA or of Wechsler, the termination of that employment;
(b) all , and the Company's performance of its obligations as Wechsler's former employer; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to any right to purchaseto, or actual purchasethe California Fair Employment and Housing Act, the federal Civil Rights Act of shares 1964, as amended; the federal Age Discrimination in Employment Act of stock of XOMA);
(c) all claims for breach of contract1967, as amended; the federal Americans With Disabilities Act; tort law; contract law; wrongful termination discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) . Furthermore, the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, attorneys, shareholders, partners, successors, and assigns hereby release Wechsler from any and all tort claims, including claims for fraudliabilities, defamationdemands, emotional distress and discharge in violation causes of public policy;
(e) all federalactions, state and local statutory claimscosts, including claims for discriminationexpenses, harassmentattorney's fees, retaliationdamages, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Codeindemnities, and all amendments to obligations of every kind and regulations issued under each such statute;
(f) all claims for violation of the federal nature, in law, equity or any state constitution;
(g) all claims otherwise, known and unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any other laws way connected to Wechsler's employment by the Company and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and coststhe termination of that employment.
Appears in 1 contract
Samples: Separation Agreement (Lightspan Inc)
Release of Claims. In exchange for the compensation, benefits and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled be entitled, including but not limited to receivethe Severance Benefits, Employee you hereby generally and completely releases XOMA release, acquit and XOMA (US) LLCforever discharge the Company, and its parent, subsidiary, and affiliated entities (along with their past predecessors and present successors) and their directors, officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliatesaffiliates and assigns, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of from or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on and including the date Employee signs you sign this Release Agreement (collectivelyAgreement. This general release includes, the “Released Claims”). The Released Claims include but are is not limited to:
: (a) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company, or the termination of that employment;
; (b) all claims related to your compensation or benefits from XOMAthe Company, including salary, bonuses, commissions, vacation, paid time offvacation pay and the redemption thereof, expense reimbursements, severance paypayments, fringe benefits, stock, stock options, or any other ownership, ownership or equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
the Company; (c) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
dealing (including, but not limited to, any claims arising under or based on your Amended and Restated Executive Employment Agreement with the Company effective as of September 15, 2006); (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e) all federal, state state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 19911964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Labor Code (including but not limited to California Labor Code Section 1400 et seq.), and the California Fair Employment and Housing Act Act. Notwithstanding the foregoing, you are not hereby releasing the Company from any obligation it has undertaken in this Agreement; or any obligation the Company may otherwise have to indemnify you for your acts within the course and scope of your employment with the California Labor CodeCompany, pursuant to the articles and all amendments to and regulations issued under each such statute;
(f) all claims for violation bylaws of the federal Company, the Indemnity Agreement, or any state constitution;
(g) all applicable law. You represent that you have no lawsuits, claims arising out or actions pending in your name, or on behalf of any other laws and regulations relating person or entity, against the Company or any other person or entity subject to employment or employment discrimination; and
(h) all claims for attorneys’ fees and coststhe release granted in this paragraph.
Appears in 1 contract
Samples: Resignation Agreement (Vaxgen Inc)
Release of Claims. In exchange for the compensationXx. Xxxx, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveon behalf of herself, Employee hereby generally and completely releases XOMA and XOMA (US) LLCher spouse, successors, heirs, and their past assigns, hereby forever releases and present discharges Uroplasty, including its predecessors, successors, assigns, parents, subsidiaries, and affiliated entities, and the directors, officers, employees, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor shareholders and successor corporations, and assigns insurers of each (collectively, the “Released Parties”), from, and agrees not ) to sue or otherwise institute any legal or administrative proceedings concerning, the fullest extent permitted by law from any and all claims, dutiesdebts, liabilities, obligations demands, promises, agreements, costs and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA expenses (including but not limited to attorneys’ fees), damages, including liquidated damages or punitive damages, actions, and causes of action, of whatever kind or nature, whether known or unknown, suspected or unsuspected, fixed or contingent, arising out of any right to purchaseact or omission occurring before Xx. Xxxx’x execution of this Agreement (except any claims arising out of or contemplated by this Agreement, and any claims under federal and state law that may not be released as a matter of law) including but not limited to: (a) any claims based on, arising out of, or actual purchaserelated to Xx. Xxxx’x employment with, or the termination of shares her employment with, Uroplasty, and any claims for compensation of any kind, including without limitation, amounts due under any contract, all regular salary, expenses, distributions, earned but unused vacation, bonuses and incentive compensation, and stock options; (b) any claims arising from rights under federal, state and/or local laws, including but not limited to those related to any form of XOMA);
retaliation, harassment or discrimination on any basis, or any related cause of action, and any labor code provisions, 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 United States Code, as amended; the Americans with Disability Act of 1990, as amended; the Occupational Safety and Health Act, as amended; the Age Discrimination in Employment Act; the Older Worker Benefits Protection Act; the Family and Medical Leave Act; the Equal Pay Act; the Employee Retirement Income Security Act; the Minnesota Human Rights Act; Minn. § 181.81; Minn. Stat. § 176.82; Minn. Stat. §§ 181.931, 181.932, 181.935; and/or Minn. Stat. §§ 181.940–181.944; and any provision of the Minnesota or federal constitutions; (c) all any claims grounded in contract or tort theories, including but not limited to claims for wrongful discharge, breach of express or implied contract, wrongful termination and ; breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in ; tortious interference with contractual relations or prospective economic benefit; promissory estoppel; breach of promise; breach of manuals or other policies; violation of public policy;
(e) all federal, state and local statutory claims; fraud; misrepresentation; defamation, including claims libel, slander, and self-publication defamation; negligence; negligent hiring, supervision or retention; assault; battery; invasion of privacy; false imprisonment; infliction of emotional distress; harassment; or any other wrongful or unlawful acts, omissions, statements or practices; and/or (d) any other claim of any kind whatsoever, including but not limited to any claim for discriminationdamages or declaratory or injunctive relief of any kind. Nothing in this Agreement is intended to or does: (1) impose any condition, harassmentpenalty, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 limitation affecting Xx. Xxxx’x right to challenge this Agreement; (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f2) all claims for violation of the federal constitute an unlawful release or any state constitution;
(g) all claims arising out waiver of any of Xx. Xxxx’x rights under any laws; (3) waive or release any claim that arises after this Agreement is signed; (4) waive or release Xx. Xxxx’x right to file an administrative charge with any local, state, or federal administrative agency under applicable law, or participate in any agency investigation, although Xx. Xxxx does waive and release her right to recover any monetary or other laws and regulations relating damages under such applicable law, including but not limited to employment compensatory damages, punitive damages, liquidated damages, or employment discrimination; and
(h) all claims for attorneys’ fees and costs; or (5) prevent or interfere with Xx. Xxxx’x right to provide truthful testimony, if under subpoena or court order to do so, or respond as otherwise provided by law.
Appears in 1 contract
Samples: Separation Agreement (Uroplasty Inc)
Release of Claims. In exchange for the compensationCompany’s agreement to enter into the Consulting Agreement, benefits to which you would otherwise not be entitled, and other consideration to be provided to Employee under the Employment Agreement that Employee is not except as otherwise entitled to receiveset forth in this Agreement, Employee you hereby generally and completely releases XOMA release the Company and XOMA (US) LLCits directors, and their past and present officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on and including the date Employee signs you sign this Release Agreement (collectivelyAgreement. This general release includes, the “Released Claims”). The Released Claims include but are is not limited to:
: (a) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company or the termination of that employment;
, including by not limited to any claims relating to severance or any other benefit provided under the employment letter between you and the Company dated April 23, 2006, as amended on December 30, 2008; (b) all claims related to your compensation or benefits from XOMAthe Company, including salary, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
the Company; (c) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 1990, the federal Fair Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Labor Standards Code (as amended), the California Family Rights Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, you are not releasing the Company hereby from any obligation to indemnify you pursuant to the Articles and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation Bylaws of the federal Company, any valid fully executed indemnification agreement with the Company, applicable law, or any state constitution;
(g) all applicable directors and officers liability insurance. You represent that you have no lawsuits, claims arising out or actions pending in your name, or on behalf of any other laws and regulations relating person or entity, against the Company or any other person or entity subject to employment or employment discrimination; and
(h) all claims for attorneys’ fees and coststhe release granted in this paragraph.
Appears in 1 contract
Samples: Separation Agreement (ICO Global Communications (Holdings) LTD)
Release of Claims. In exchange for the compensation(a) By executing this letter, benefits you hereby irrevocably and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveunconditionally release, Employee hereby generally and completely releases XOMA and XOMA (US) LLCacquit, and their past forever discharge the Company and present officerseach of its predecessors, successors, assigns, agents, directors, trustees, officers, employees, investors, shareholders, administrators, partnersrepresentatives, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parentsand affiliates (and agents, predecessor and successor corporationsdirectors, officers, employees, representatives, and assigns attorneys of such parent companies, divisions, subsidiaries, and affiliates), (collectively, the hereinafter “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, ) from any and all claims, dutiesrights, demands, actions, liabilities, obligations and obligations, causes of actionaction of any and all kinds, both nature and character whatsoever, known and or unknown, that arise out of or are in arising at any way related to events, acts, conduct or omissions occurring prior to or on time before the date that you sign this letter, whether based on: any employee welfare benefit or pension plan governed by the Employee signs this Release Agreement Retirement Income Security Act (collectively, the “Released ClaimsERISA”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or , as amended; the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, as amended; the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), as amended; the federal Older Worker Benefit Protection Act, as amended; the Americans with With Disabilities Act of 1990(“ADA”), as amended; the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statuteas amended;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other comparable federal, state, or local laws and regulations relating to employment or regarding employment discrimination; andany negligent or intentional tort; any contract (implied, oral, or written); or any other theory of recovery under federal, state, or local law, and whether for compensatory or punitive damages, or other equitable relief, including, but not limited to, any and all claims which you may now have or may have had, arising from or in any way whatsoever connected with your prior employment or contacts with the Company or the Released Parties whatsoever. You specifically agree that this paragraph 6 extends to claims which you do not know or suspect to exist in your favor and which, if you did know to exist, would have materially affected the provisions of this letter. You will not cause or encourage any future legal proceedings to be maintained or instituted against any of the Released Parties, and will not participate in any manner in any legal proceedings against any of the Released Parties, with respect to any claims released under this paragraph 6, except as required by law. You agree that you will not accept any remedy or recovery arising from any charge filed or proceedings or investigation conducted by the EEOC or by any state or local human rights or employment rights enforcement agency relating to any of the matters released herein. You further represent that as of the date that you sign this letter, you are not suffering from a work-related injury and that you have not failed to report a work-related injury to the Company.
(hb) all claims for attorneys’ fees Notwithstanding anything to the contrary herein, you agree that, as a condition to your entitlement to any payment or benefit under paragraph 3 hereof, the following requirements must be satisfied: (i) within five days after your Retirement Date, you deliver to the Company a signed copy of the release attached hereto as Attachment A (“Release”), and costs(ii) you do not revoke such Release prior to the expiration of the revocation period specified therein.
Appears in 1 contract
Release of Claims. In exchange for Except as otherwise set forth in this Agreement, Xxxxxx hereby releases, acquits and forever discharges the compensationCompany and its owners, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveofficers, Employee hereby generally and completely releases XOMA and XOMA (US) LLCdirectors, and their past and present officersshareholders, employees, agents, directorsindependent contractors, employeesmembers, investorsexecutors, shareholderspartners, joint venturers, administrators, partnersparent, attorneyssubsidiaries, agentsassigns, insurersassociates, affiliates, divisionsand attorneys, subsidiariesas well as all persons or companies acting by, parentsunder, predecessor and successor corporations, and assigns through or in concert with any of them (collectively, the “"Released Parties”"), from, of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employeeagreements, 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 directly or indirectly arising out of or in any way connected with Ketkar’s employment with XOMA the Company or the termination separation of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time offfringe benefits, expense reimbursements, severance separation pay, fringe benefits, equity or stock, stock options, or any other ownershipform of compensation; claims pursuant to any federal, equity state or profits interests in XOMA (including local law, statute, or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of shares 1990; the federal Employee Retirement Income Security Act of stock of XOMA1974, as amended; the federal Family and Medical Leave Act, as amended (the "FMLA");
(c) all claims for breach of contract; the federal Age Discrimination in Employment Act; the federal Older Workers Benefit Protection Act; the Xxxxx Xxxxxxxxx Fair Pay Act; the California Fair Employment and Housing Act, as amended; the California Family Rights Act, as amended; the California Fair Pay Act; the California Labor Code; tort law; contract law; wrongful termination discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;
dealing (d"Release"). This Release does not prohibit Xxxxxx from participating in an Equal Employment Opportunity Commission ("EEOC") all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all or other federal, state and or local statutory claimsadministrative agency investigation or proceeding. However, including claims for discrimination, harassment, retaliation, attorneys’ fees Xxxxxx agrees to waive his right to monetary or other claims arising under recovery should any claim be pursued with the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal EEOC or any state constitution;
(g) all claims administrative agency on his behalf arising out of or related to his employment with and/or separation from the Company. In addition, this Release shall not be construed in any other laws and regulations relating way to employment waive any rights or employment discrimination; and
(h) all claims for attorneys’ fees and costsbenefits that may not be waived pursuant to applicable law.
Appears in 1 contract
Samples: Separation and Release Agreement (Arcadia Biosciences, Inc.)
Release of Claims. In exchange for the compensation, benefits and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally and completely releases XOMA release the Company and XOMA (US) LLCits directors, and their past and present officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on and including the date Employee signs you sign this Release Agreement (collectivelyAgreement. This general release includes, the “Released Claims”). The Released Claims include but are is not limited to:
: (a) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company or the termination of that employment;
; (b) all claims related to your compensation or benefits from XOMAthe Company, including salary, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
the Company; (c) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 1990, the federal Fair California Labor Standards Code (as amended), the California Family Rights Act, the federal the Employee Retirement Income Security Age Discrimination in Employment Act of 1974, the federal Worker Adjustment and Retraining Notification Act(“ADEA”), the California Fair Employment and Housing Act (as amended) and the Texas Commission on Human Rights Act. Notwithstanding the foregoing, you are not releasing the Company hereby from any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any Xxxxxxx X. Xxxxxxx December 31, 2016 valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance. You understand that nothing in this Agreement limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the California Labor CodeDepartment of Fair Employment and Housing, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). You further understand this Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, to maximum extent permitted by law, you are otherwise waiving any and all amendments rights you may have to individual relief based on any claims that you have released and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsrights you have waived by signing this Agreement.
Appears in 1 contract
Release of Claims. In exchange for the compensationconsideration outlined in this Agreement, benefits including as described in paragraphs 1 and other consideration 2 above, to be provided to which Employee under the Employment Agreement that Employee is would not otherwise entitled to receivebe entitled, Employee hereby generally and completely releases XOMA and XOMA (US) LLCagrees to release the Company, its affiliated, related, parent, or subsidiary entities, and their past the Company’s present and present former directors, officers, agents, directorspartners, employees, investors, shareholdersinsurers, administrators, partners, attorneysrepresentatives, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns attorneys (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, ) from any and all claimsclaims Employee may now have or have ever had against any of them, dutiesincluding, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in , any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising retaliation under Title VII of the Federal Civil Rights Act of 1964, as amended, the federal Civil Rights Act of 1991, the federal California Fair Employment and Housing Act, the Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990Act, the federal Equal Pay Act, the California Equal Pay Act, as amended, the Family Medical Leave Act, the California Family Rights Act, or any other federal, state, or local anti-discrimination statute or ordinance; wage/hour claims, including claims for wages, overtime pay, bonuses, penalties, interest, or attorneys’ fees under the Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statutethe IWC Wage Orders, or any other federal, state, or local wage/hour statute or ordinance;
(f) all claims for violation of the federal or any and state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discriminationconstitutions; and
(h) all claims for attorneys’ fees and costs; and claims for wrongful termination, breach of express or implied contract, claims sounding in tort, or any other claims relating to Employee’s employment with the Company, his departure therefrom, and any other matter or event occurring up to the Effective Date (“Released Claims”). Employee understands that he is not waiving or releasing (i) his right to enforce the terms of this Agreement, (ii) any right to indemnification Employee may have under Company agreements, articles of incorporation, bylaws or statutes, (iii) protection under the Company’s directors and officers, general liability and other insurance plans with respect to services performed prior the Termination Date, (iv) vested rights Employee may have under ERISA-covered employee benefit plans, as applicable, or (v) any rights or claims that cannot be waived or released as a matter of law, such as claims for workers’ compensation or unemployment insurance benefits. Employee agrees not to file or initiate any claim or lawsuit concerning the Released Claims. However, this release does not prevent Employee from filing a charge with or participating in an investigation by a governmental administrative agency authorized to enforce or administer laws relating to employment, with the understanding that such filing or participation does not entitle Employee to recover monetary relief from the Company resulting from such a charge or investigation. Employee further understands that this Agreement does not limit his ability to communicate with, or otherwise participate in any investigation or proceeding with any federal, state, or local government regulator, including but not limited to the Securities and Exchange Commission (the “SEC”) or California Public Utilities Commission (“PUC”), including providing documents or other information, without notice to the Company, and this Agreement does not limit Employee’s right to receive an award or benefit pursuant to Section 922 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act.
Appears in 1 contract
Samples: Transition Agreement (California Water Service Group)
Release of Claims. In exchange for the compensation, benefits payments and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally release, acquit and completely releases XOMA and XOMA (US) LLCforever discharge the Company, its affiliates, and its and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, shareholders and agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s agreements, events, acts or conduct at any time prior to and including the date you execute this Agreement, including (but not limited to): all claims and demands directly or indirectly arising out of or in any way connected with the Offer Letter, your employment with XOMA the Company or the termination of that your employment;
(b) ; all claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA the Company, vacation pay, fringe benefits, severance benefits, or any other form of compensation; and all claims and demands pursuant to any federal, state or local law, including (including but not limited to any right to purchaseto) the federal Civil Rights Act of 1964, or actual purchaseas amended, the federal Age Discrimination in Employment Act of shares 1967, as amended ("ADEA"), the federal Americans with Disabilities Act of stock of XOMA);
1990, the Washington Law Against Discrimination in Employment, tort law and contract law, including (cwithout limitation) all claims for breach of contractwrongful discharge, wrongful termination discrimination, fraud, defamation, harassment, emotional distress, and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims; provided, including however, that the foregoing release of claims for fraud, defamation, emotional distress and discharge in violation shall not apply to any right of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under indemnification that you may have pursuant to the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation Bylaws of the federal Company as a consequence of your service as an officer, director or any state constitution;
(g) all claims arising out employee of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and coststhe Company.
Appears in 1 contract
Samples: Separation Agreement (Quinton Cardiology Systems Inc)
Release of Claims. In exchange for the compensationCOBRA Premiums, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is you are not otherwise entitled to receive, Employee you hereby generally and completely releases XOMA release Telik, Inc. and XOMA (US) LLCits current and former directors, and their past and present officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring prior to or on the date Employee signs your signing this Release Agreement (collectivelyAgreement. This general release includes, the “Released Claims”). The Released Claims include but are is not limited to:
: (a1) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company, or the termination of that employment;
; (b2) all claims related to your compensation or benefits from XOMAthe Company, including salary, bonuses, Xxxx X. Xxxxxx April 30, 2012 commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA the Company; (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c3) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d4) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e5) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 19911964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (the as amended) (“ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, you are not releasing the Company hereby from any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance. Also excluded from this Agreement are any claims that cannot be waived by law. Nothing in this Agreement will prevent you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Labor CodeDepartment of Fair Employment and Housing, except that you acknowledge and all amendments agree that you will not recover any monetary benefits in connection with any such claim, charge, or proceeding with regard to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsclaim released in this Agreement.
Appears in 1 contract
Samples: Separation Agreement (Telik Inc)
Release of Claims. In exchange for the compensationconsideration set forth in paragraph 4, benefits Executive, on behalf of him, his representatives, successors and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveassigns, Employee does hereby generally waive any and all rights to, and completely releases XOMA and XOMA (US) LLCforever discharges, the Company, Sparx, Inc., Sologic, Inc., and their past Sun Energy Solar, Inc., its officers and present officersall other representatives, agents, directors, employees, investorssuccessors and assigns, shareholders, administrators, partners, and attorneys, agentsfrom all claims, insurersrights, affiliatesdemands, divisionsactions, subsidiaries, parents, predecessor and successor corporationsobligations, and assigns (collectivelycauses of action of any kind and every kind, the “Released Parties”), fromnature, and agrees character, known or unknown, which such party may now have, or 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 to sue or otherwise institute any legal or administrative proceedings concerninglimited to, any and all claims, duties, liabilities, obligations and causes claims which could be asserted by virtue of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) Agreement; all wrongful discharge claims including retaliatory discharge; all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited relating to any right to purchasecontracts of employment, express or actual purchase, implied; any tort of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied any nature; any covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all express or implied; any federal, state and local statutory claimsstate, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising municipal statute or ordinance; any claim under Title VII of the Federal Civil Rights Act of 1964, 1964 as amended; claims under the federal Civil Rights Act of 19911967, as amended; the federal Age Discrimination in Employment Act of 1967 (the “ADEA”)as amended, the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974; the Older Workers Benefit Protection Act; the Family and Medical Leave Act of 1993; the Americans with Disabilities Act of 1990, as amended; Florida Wage and Hour laws; the federal Worker Adjustment Fair Labor Standards Act; the Occupational Safety and Retraining Notification Health Act, as amended; the California Fair Employment Xxxxxxxx-Xxxxx Act of 2002; the Consolidated Omnibus Budget Reconciliation Act (COBRA); and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to the employment or employment discriminationcontext; and
(h) and common law claims and any and all claims for attorneys’ fees and costs. Executive does not waive rights or claims that may arise after the date this Agreement is executed.
Appears in 1 contract
Samples: Confidential Settlement Agreement and Release (Sun Energy Solar Inc)
Release of Claims. In exchange for a. Except as separately provided in Section 2(c) of this Second Release, Employee, on behalf of himself and on behalf of the compensationReleasing Parties (defined in Section 8a of the Agreement), benefits in consideration of Employer’s promises, including but not limited to Employer’s promise to pay the Payments, unconditionally and other consideration to be provided to Employee under irrevocably releases and forever discharges the Employment Agreement that Employee is not otherwise entitled to receiveReleased Parties (defined in Section 8a of the Agreement), Employee hereby generally of and completely releases XOMA from, any and XOMA (US) LLCall claims and demands whatsoever, known or unknown, at law and in equity, in contract or in tort, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), fromany statutory claim for relief of any nature, and agrees not to sue xxx and not to assert against them any such claims or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, demands or any other ownershipcauses of action in any court or before any agency or commission of a local, equity state and federal government, arising, alleged to have arisen, which may have been alleged to have arisen, or profits interests which may arise under any law whatever, and whether such claims are pursued in XOMA (a personal or individual capacity, or in a representational or relator capacity, including but not limited to any right to purchasefederal, state, or actual purchasemunicipal anti-discrimination laws, of shares of stock of XOMA);
(c) all claims for breach of contractanti-retaliation laws, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claimsor any “whistleblower” laws, including claims for fraudwithout limitation, defamationas amended, emotional distress and discharge in violation the Equal Pay Act of public policy;
(e) all federal1963, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964or State False Claims Act, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Acts of 1866 and 1991, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Family and Medical Leave Act of 1993, the Florida Civil Rights Act, the Worker Adjustment and Retraining Notification Act of 1989, the National Labor Relations Act of 1935, the Occupational Safety and Health Act of 1970, the Genetic Information Nondiscrimination Act of 2008, any state or federal whistleblower act, the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Bank Secrecy Act, Xxxxxxxx-Xxxxx or the California Fair Employment Patriot Act, that Employee ever had, now has, or which he or his heirs, executors, administrators, attorneys, or assigns, or any of them, hereafter can, shall or may have, for or by reason of any cause whatsoever, based on any set of facts known or unknown, arising or occurring prior to or on the Effective Date. Employee agrees that the legal rights and Housing Act claims he is giving up include all common law rights and the California Labor Codeclaims, such as a breach of express or implied contract, tort (whether negligent or intentional), wrongful discharge, constructive discharge, infliction of emotional distress, defamation, promissory estoppel, and all amendments any claim for fraud, omission or misrepresentation. Employee also agrees that he is giving up and forever releasing any right he may have to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees for any of the rights and claims described in this Article.
b. Employee represents and warrants that he: (i) has received all wages (including overtime) required to be paid to Employee under the Fair Labor Standards Act and/or any similar state law (collectively referred to as “FLSA”) for work performed on or before the Effective Date; and (ii) does not claim that Released Parties have violated or denied any of his rights under FLSA. Employee releases and forever discharges, to the extent permitted by law, Employer and the other Released Parties from any claim under FLSA (“FLSA Claim”), including all attorneys’ fees, costs, and expenses incurred by Employee in connection with any such FLSA Claim. To the extent required by law to affect such release, Employee agrees furthermore to enter into any such waiver or settlement agreement with respect to any FLSA Claim as may be required by the Department of Labor or any court of competent jurisdiction.
c. The claims that the Employee is giving up and releasing in this Article do not include his vested rights (as reflected on his most recent participant account statement and adjusted for investment earnings and losses and expenses since that date) under the Health Management Associates, Inc. Retirement Savings Plan, or his COBRA, unemployment insurance and workers’ compensation rights, if any. Nothing in this Second Release shall be construed to constitute a waiver of: (i) any claims that Employee may have against the Released Parties that arise from events that occur after the Effective Date; (ii) his right to file an administrative charge with any governmental agency alleging employment discrimination or challenging the validity of this release of all claims; (iii) his right to participate in any administrative or court investigation, hearing or proceeding; or (iv) any other right that he cannot waive as a matter of law. Employee does, however, hereby waive and release any right to receive any individual remedy or to recover any individual monetary or non-monetary damages as a result of any administrative charge, complaint or lawsuit filed by Employee or anyone on Employee’s behalf. In addition, the release of all claims set forth in this Second Release does not affect Employee’s rights as expressly created by this Second Release, and does not limit Employee’s ability to enforce this Second Release. Nothing in this Agreement constitutes a waiver by Employee of his right to file a charge with the Equal Employment Opportunity Commission (or any comparable state agency) concerning matters arising during Employee’s employment with Employer; however, Employee hereby waives the right to any recovery, whether equitable or monetary, as the result of any such charge or any proceeding. Nothing in this Agreement shall restrict in any way Employee’s right to bring a claim challenging the validity of the foregoing release with regard to a claim under the Age Discrimination in Employment Act.
d. Nothing in this Second Release constitutes or should be construed to constitute any admission or evidence of any liability or violation of any federal, state or local law or the common law on the part of Released Parties. Employee acknowledges and agrees that Released Parties deny any such liability and that Employer is
Appears in 1 contract
Samples: Resignation and Release Agreement (Health Management Associates Inc)
Release of Claims. In exchange for (a) Employee, individually and on behalf of Employee’s attorneys, heirs, assigns, successors, executors, and administrators, hereby GENERALLY RELEASES, ACQUITS, AND DISCHARGES Zale and its respective current and former parent (including, but not limited to Xxxx Corporation), subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities, their successors and assigns, and the compensationcurrent and former owners, benefits shareholders, directors, officers, employees, agents, attorneys, representatives, and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveinsurers of said corporations, Employee hereby generally firms, associations, partnerships, and completely releases XOMA and XOMA (US) LLCentities, and their past and present officersguardians, agentssuccessors, directorsassigns, employeesheirs, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporationsexecutors, and assigns administrators (collectively, hereinafter collectively referred to as the “Released PartiesReleasees” and individually as a Releasee”), from, ) from and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, against any and all claims, dutiescomplaints, grievances, liabilities, obligations and obligations, promises, agreements, damages, causes of action, both known rights, debts, demands, controversies, costs, losses, and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA expenses (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees and expenses) whatsoever, under any municipal, local, state, or other federal law, common or statutory -- including, but in no way limited to, claims arising under the Federal Civil Rights Act of 1964United States and Texas Constitutions, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), as amended, Title VII of the federal Civil Rights Act of 1964, as amended (including the Civil Rights Act of 1991), the Americans with Disabilities Act of 1990, 1990 as amended by the federal Fair Labor Standards Americans with Disabilities Amendment Act, the federal . the Employee Retirement Income Security Act of 1974, (“ERISA”), as amended, the federal Labor Management Relations Act, as amended, the Occupational Safety and Health Act, as amended, the Racketeer Influenced and Corrupt Organizations Act (RICO), as amended, the Sarbanes Oxley Act of 2002, the Sabine Pilot Doctrine, the American Jobs Creation Act of 2004,the Texas Commission on Human Rights Act, the Texas Pay Day Act, the Worker Adjustment and Retraining Notification ActAct (“WARN”), the California Fair Employment Family and Housing Medical Leave Act (“FMLA”), the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), claims of retaliatory discharge under the Texas Workers’ Compensation Act , or any other claims, including claims in equity or common law claims -- for any actions or omissions whatsoever, whether known or unknown and whether connected with the California Labor Codeemployment relationship between Employee and Zale, the cessation of Employee’s employment with Zale which existed or may have existed prior to, or contemporaneously with, the execution of this Agreement (collectively, the “Released Claim(s)”). Employee agrees that this Agreement includes a release of any and all negligence claims, contractual claims (express and implied), wrongful discharge claims, fraud, misrepresentation, and all amendments to and regulations issued under each such statute; claims of discrimination, harassment, or retaliation of every possible kind.
(fb) all Employee agrees not to assert any claims for violation released above in a class or collective action and further agrees not to become, and promises not to consent to become, a member (including a representative class plaintiff) of any class in a case brought in court or in arbitration in which claims are asserted against any of the federal Releasees that are related in any way to Employee’s employment with or termination from Company and/or that involve events which have occurred as of the Effective Date of this Release. If Employee, without Employee’s prior knowledge and consent, is made a member of a class in any proceeding, whether in court or in arbitration, Employee will opt out of the class at the first opportunity afforded to him after learning of Employee’s inclusion. In this regard, Employee agrees that Employee will execute, without objection or delay, an “opt-out” form presented to him either by the court or the arbitral forum in which such proceeding is pending or by counsel for the Company.
(c) Employee understands that nothing in this Agreement is intended to interfere with or deter Employee’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the EEOC or any state constitution;
(g) all claims arising out discrimination agency or commission or to participate in any investigation or proceeding conducted by those agencies. Further, Employee understands that nothing in this Agreement would require Employee to tender back the money received under this Agreement if Employee seeks to challenge the validity of any other laws and regulations relating the ADEA or state law age discrimination waiver. Further, nothing in this Agreement is intended to employment or employment discrimination; and
(h) all claims for require the payment of damages, attorneys’ fees or costs to Zale should Employee challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state law. Notwithstanding the foregoing two sentences, as provided above Employee also waives any right to recover from any Releasee in a civil suit brought by any governmental agency or any other individual on his behalf with respect to any Released Claim.
(d) This release excludes any claim which cannot be released by private agreement, such as workers’ compensation claims, claims after the Effective Date of this Agreement, and coststhe right to file administrative charges with certain 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, or a comparable state or local agency. Notwithstanding the previous two paragraphs, Employee agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Zale filed by Employee or by anyone else on Employee’s behalf.
(e) This general release covers both claims that Employee knows about and those that Employee may not know about, except that it does not waive any rights or claims, including claims under the ADEA, that may arise after the Effective Date of this Agreement (as defined below). Employee further represents and warrants that: (i) Employee has been fully and properly paid for all hours worked, (ii) Employee has received all leave to which Employee is entitled in accordance with applicable law; and (iii) Employee has not suffered any on the job injury for which Employee has not already filed a claim. Employee further acknowledges, agrees and hereby stipulates that: (i) during Employee’s employment with the Company, Employee was allowed to take all leave and afforded all other rights to which Employee was entitled under the Family and Medical Leave Act (“FMLA”); and (ii) the Company has not in any way interfered with, restrained or denied the exercise of (or attempt to exercise) any FMLA rights, nor terminated or otherwise discriminated against Employee for exercising (or attempting to exercise) any such rights.
Appears in 1 contract
Release of Claims. In exchange for the compensationpromises and covenants set forth herein, benefits you hereby release, acquit, and other consideration to be provided to Employee under forever discharge the Employment Agreement that Employee is not otherwise entitled to receiveCompany, Employee hereby generally its parents and completely releases XOMA and XOMA (US) LLCsubsidiaries, and their past and present officers, directors, agents, directorsservants, employees, investorsattorneys, shareholders, administrators, partners, attorneyssuccessors, agents, insurersassigns, affiliates, divisions, subsidiaries, parents, predecessor and successor corporationscustomers, and assigns (collectively, the “Released Parties”), from, clients of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, claims liabilities, obligations and demands, causes of action, both costs, expenses, attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s agreements, acts or conduct at any time prior to the Effective Date, 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 XOMA or the Company, the termination of that employment;
(b) all , and the Company's performance of its obligations as your former employer; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to any right to purchaseto, or actual purchasethe California Fair Employment and Housing Act, the federal Civil Rights Act of shares 1964, as amended; the federal Age Discrimination in Employment Act of stock of XOMA1967 ("ADEA");
(c) all claims for breach of contract, as amended; the federal Americans With Disabilities Act; tort law; contract law; wrongful termination discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;
. Notwithstanding the above, you do not release any claims you may have (di) all tort claimsunder this Agreement, including claims or (ii) for fraud, defamation, emotional distress indemnification pursuant to and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans accordance with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act applicable statutes and the California Labor Codeapplicable terms of the certificate of incorporation or bylaws of the Company or under any indemnification agreements, and all amendments to and regulations issued under each any insurance coverage for such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsclaims.
Appears in 1 contract
Samples: Consulting Agreement (Mp3 Com Inc)
Release of Claims. In exchange for the compensation, benefits payments and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally release, acquit, and completely releases XOMA forever discharge the Company, its parents and XOMA (US) LLCsubsidiaries, and their past and present officers, directors, agents, directorsservants, employees, investorsattorneys, shareholders, administrators, partners, attorneyssuccessors, agents, insurersassigns, affiliates, divisions, subsidiaries, parents, predecessor and successor corporationscustomers, and assigns (collectively, the “Released Parties”), from, clients of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s 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 with XOMA the Company or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of shares 1967, as amended ("ADEA"); the federal Americans with Disabilities Act of stock of XOMA);
(c) all claims for breach of contract1990; the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful termination discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costs.
Appears in 1 contract
Release of Claims. In exchange for the compensation, severance benefits and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee hereby generally and completely releases XOMA and XOMA (US) LLCyou, on behalf of yourself, your descendants, ancestors, dependents, heirs, executors, administrators, personal representatives, assigns, and their successors, past and present present, and each of them, hereby fully release, acquit and forever discharge the Company and its officers, agents, directors, employees, investorsstockholders, shareholdersrepresentatives, administrators, partnersagents, attorneys, agents, insurers, successors, assigns and affiliates, divisions, subsidiaries, parents, predecessor past and successor corporationspresent, and assigns (collectivelyeach of them, the “Released Parties”)in their individual and business capacities, from, of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s 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 with XOMA the Company or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacationtips, paid time off, expense reimbursements, severance vacation pay, fringe benefits, expense reimbursements, stock, stock optionsoptions or any other ownership interest in the Company (including claims for fraud, misrepresentation, breach of fiduciary duty, or breach of any duty imposed by state corporate or federal securities laws), severance pay, or any other ownershipform of compensation; and claims for damages, equity attorneys’ fees, costs or profits interests in XOMA (including other relief pursuant to any federal, state or local law, statute, or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, as amended, the federal Americans with Disabilities Act of shares 1990; the federal Age Discrimination in Employment Act of stock 1967, as amended (“ADEA”), the Civil Rights Act of XOMA);
(c) all claims for breach 1991; the Employee Retirement Security Act of contract1974; the Worker Adjustment and Retraining Notification Act; those provisions of the California Labor Code which may lawfully be released; 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 termination discharge, discrimination, harassment, fraud, defamation, emotional distress, and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all ; any claim under any other federal, state and or local statutory claimslaw, regulation or ordinance which may lawfully be released; any claim for costs, fees or other expenses including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act incurred in any of 1964these matters (collectively, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEAReleased Claims”), . You represent and warrant to the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments Company that there are no other individuals or entities to and regulations issued under each such statute;
(f) all claims for violation whom or to which you have assigned any of the federal or any state constitution;
(g) Released Claims and you are the sole and lawful owner of all claims arising out of any other laws right, title and regulations relating interest in and to employment or employment discrimination; and
(h) all claims for attorneys’ fees and coststhe Released Claims.
Appears in 1 contract
Samples: Severance Agreement (Orchard Supply Hardware Stores Corp)
Release of Claims. In exchange for For the compensationConsideration set forth in paragraph 2 and the mutual covenants set forth in this Agreement, benefits and other consideration to be provided to Employee under Mxxxxx hereby fully releases the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLCCompany, and their past all of its owners, affiliates, subsidiaries or other related entities, current and present former officers, directors, agents, directorsrepresentatives, attorneys, employees, investors, shareholders, administratorspredecessors, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, successors and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and or unknown, that arise out of suspected and unsuspected, disclosed and undisclosed, liquidated or are in any way related to eventscontingent, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s agreements, events, acts or conduct at any time prior to and including the Execution Date, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with Mxxxxx’ employment with XOMA the Company or the termination conclusion of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefitsincentive payments, stock, stock options, or any other ownership, ownership or equity or profits interests in XOMA (including the Company, vacation pay, personal time off, benefits, expense reimbursements, severance benefits or any other form of compensation; claims pursuant to any federal, any state or any local law, statute, or common law cause of action including, but not limited to any right to purchaseto, or actual purchase, of shares of stock of XOMA);
(c) all claims for wrongful discharge claims; whistleblower claims; breach of contractexpress or implied contract claims; retaliation claims; the federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of 1990; the Family and Medical Leave Act; the Age Discrimination in Employment Act (“ADEA”); the Worker Adjustment and Retraining Notification Act (WARN) or any acts prohibiting discrimination based on race, color, creed, marital status, veteran status, gender, sexual preference, national origin, citizenship, disability, religion or any other protected characteristic; tort law; contract law; wrongful termination discharge; fiduciary duty; discrimination; harassment; fraud; defamation; libel; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including . This release shall not apply to claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including workers’ compensation benefits or unemployment compensation benefits. This release shall not apply to any claims for discrimination, harassment, retaliation, attorneys’ fees indemnity or other claims arising for coverage under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsCompany’s Director & Officer Liability insurance.
Appears in 1 contract
Release of Claims. In exchange for the compensation, benefits and other consideration to be provided to Employee under the Employment Transition Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLC, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue xxx or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute; 260523219 v5
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costs.
Appears in 1 contract
Samples: Employment Agreement (XOMA Corp)
Release of Claims. In exchange for the compensation, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (USa) LLCYou, and their past anyone claiming through you or on your behalf, waive the right to assert and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor further agree to release and successor corporations, discharge the Company and assigns the other Released Parties (collectively, the “Released Parties”), from, and agrees not as defined below) with respect to sue or otherwise institute any legal or administrative proceedings concerning, any and all claimsClaims (as defined below), duties, liabilities, obligations and causes of action, both whether currently known and or unknown, that arise out you now have, have ever had, or may ever have against the Company and any of the other Released Parties arising from or are in any way related to eventsany fact, actsagreement, conduct act, omission, or omissions thing occurring or existing at any time prior to or on the date Employee signs on which you sign this Release Agreement (collectivelyAgreement. Without limiting the foregoing, the “Released Claims”). The Released Claims include released by you hereunder include, but are not limited to:
(ai) all claims arising out of Claims for or related in any way to your employment, compensation, other terms and conditions of employment, or termination from employment with the Company, including without limitation all claims for salary, wages, bonus, incentive, commission, stock, stock options (including all Claims under the OIP and the Awards, except for Claims related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMAvested stock options, including salary, bonuses, commissions, vacation, paid time off, expense reimbursementsRSUs and PSUs), severance pay, fringe benefits, stock, stock options, employee benefits or any other ownership, equity compensation or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA)benefit;
(cii) all claims for breach of Claims that were or could have been asserted by you or on your behalf: (A) in any federal, state, or local court, commission, or agency; (B) under any common law theory; or (C) under any contract, wrongful termination and breach tort, federal, state, or local law, statute, regulation, ordinance, constitutional provision, administrative code, rule or executive order; and
(iii) all Claims that were or could have been asserted by you or on your behalf arising under any of the implied covenant following laws, as amended from time to time: Title VII of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, ; the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act; the Genetic Information Nondiscrimination Act; the Equal Pay Act of 1990, 1963; the federal Fair Rehabilitation Act of 1973; the National Labor Standards Relations Act, the federal ; the Employee Retirement Income Security Act of 1974, Act; the federal Family and Medical Leave Act; the Worker Adjustment and Retraining Notification Act; the Uniformed Services Employment & Reemployment Rights Act; the Massachusetts Fair Employment Practices Act; M.G.L. c. 151B, § 1 et seq.; the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I; the Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C; the Massachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq.; the Massachusetts Payment of Wages Act, M.G.L. c. 149, §§ 148 et seq.; the Massachusetts Equal Pay Act, M.G.L. c. 149, §105A et seq., the California Fair Employment and Housing Act Massachusetts Privacy Act, M.G.L. c. 214, § 1B; and the California Labor CodeMassachusetts Maternity Leave Act , M.G.L. c. 149, § 105(d), and all amendments other federal, state and local laws, statutes, regulations or ordinances, including any “whistleblower” law, statute, regulation or ordinance, prohibiting discrimination or pertaining to and regulations issued under each such statute; employment.
(fb) all claims Notwithstanding the foregoing terms, you do not waive or release (i) any claim for violation the Separation Pay; (ii) any right or claim that may not legally be waived; (iii) any vested benefits under the Company’s employee benefit plans and programs; (iv) your rights to indemnification and defense, if any, pursuant to the Company’s certificate of incorporation and by-laws; or (v) your rights, if any, under the federal or any state constitution;Company’s D&O insurance policies.
(gc) all claims arising out The term “Released Parties” as used in this Agreement means: (i) the Company and its past, present, and future parents, divisions, subsidiaries, partnerships, affiliates, and other related entities (whether or not they are wholly owned); (ii) the past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees and attorneys of any other laws each entity listed in subpart (i) above; and regulations relating to employment or employment discrimination; and
(hiii) all claims for attorneys’ fees the predecessors, successors, and costsassigns of each entity listed in subparts (i) and (ii) above.
Appears in 1 contract
Samples: Separation Agreement (Houghton Mifflin Harcourt Co)
Release of Claims. (a) In exchange for the compensationpayments and benefits set forth above, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveyou, Employee hereby generally and completely releases XOMA and XOMA (US) LLCon behalf of yourself, your agents, representatives, assignees, attorneys, heirs, executors, and administrators (collectively referred to as “Releasors”), release Citibank, N.A., its predecessors, successors and assigns, and its and their past current and present former direct and indirect parents, affiliates, subsidiaries, divisions, related business entities, and any and all plan administrators, plan administration committees and plan representatives of all employee benefit plans (individually and collectively, “Citi”), its and their current and former officers, directors, shareholders, employees, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, representatives (individually and assigns (collectively, the “Released PartiesReleasees”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, ) from any and all controversies, claims, dutiesdemands, promises, actions, suits, grievances, proceedings, complaints, charges, liabilities, obligations damages, debts, allowances, bonus, stock, stock options, costs, expenses, attorneys’ fees, and causes remedies of actionany type (“Claims”) which may be waived under applicable law that Releasors may have against Releasees by reason of any matter, both known and unknowncause, that arise act, or omission, including, without limitation, those arising out of or are in any way related connection with your employment with and separation from Citi, up to events, acts, conduct or omissions occurring prior to or on the date Employee signs you sign this Release Agreement (individually and collectively, the “Released Claims”). The This release applies to Claims that Releasors know about and those Releasors may not know about arising at any time up to the date you sign this Agreement.
(b) Released Claims include include, but are not limited to:
(a) , all claims arising out of or in any way related to Employee’s employment with XOMA or Claims against the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach Releasees under Title VII of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”)1967, the federal Rehabilitation Act of 1973, the Civil Rights Acts of 1866 and 1991, the Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification ActEqual Pay Act of 1963, the California Fair Employment Family and Housing Medical Leave Act of 1993, the Older Workers Benefit Protection Act of 1990, the Occupational Safety and the California Labor CodeHealth Act of 1970, WARN, and New York State fair Stepxxx Xxxx November 8, 2019 Page 5 of 14 employment laws, as well as any other foreign, federal, state, or local statute, regulation, or common law regarding employment, employment discrimination, termination of employment, retaliation, equal opportunity or wage and hour. You specifically understand that you are releasing Claims based on age, race, color, sex, sexual orientation, gender identity or expression, marital status, religion, national origin, citizenship, military or veteran’s status, disability, genetic characteristic, and all amendments other legally protected categories.
(c) Released Claims also include all Claims against the Releasees for breach of contract, any tortious act or other civil wrong, attorneys’ fees, and all compensation and benefit Claims including, without limitation, Claims concerning salary, bonus, and any awards, grants, or purchases under any discretionary incentive and retention compensation plan or program, including without limitation PSUs, CAP or DCAP, and separation pay under the Citi Separation Pay Plan and any other separation pay plan maintained by Citi.
(d) Except as provided in Paragraph 11 herein, you hereby waive and release your right to, and agree not to accept, any monetary or other personal recovery from Citi or any of the Releasees on account of or as a remedy for your actual or alleged injury or damages, as a result of or in connection with any Released Claim in any forum, including federal, state, or local court or in arbitration, any administrative proceeding with any federal, state, or local administrative agency, or Citi’s dispute resolution procedure.
(e) In addition, and regulations issued for the avoidance of doubt, Released Claims include Claims arising at any time up to the date you sign this Agreement that have or could have been filed against Citi or the Releasees under each such statute; any applicable dispute resolution procedure including any arbitration policy.
(f) all claims for violation Notwithstanding anything herein, you expressly reserve and do not waive or release (i) your rights under this Agreement, Exhibit A, and your outstanding PSU and CAP award agreements, (ii) your rights to or in any individual account(s) in which you have personally invested funds or, if applicable, under the provisions of the federal Citigroup Capital Partners II, L.P. and/or the Citigroup Venture Capital International Growth Fund II, L.P., (iii) your vested rights under any applicable broad-based defined benefit or defined contribution retirement plan, including, without limitation, any pension, whether in the United States or abroad, (iv) Claims arising after the date you sign this Agreement, (v) your rights to indemnification under the applicable by-laws (and any amendments thereto) or applicable law, or any state constitution;rights to coverage advancement of expenses, and/or legal fees to the extent provided by any governing D&O insurance policy maintained by Citi, and (vi) any Claims that by law may not be waived or released.
(g) all claims arising out Further, this Agreement does not limit or exclude the jurisdiction of any federal, state or local agency or self-regulatory organization. Accordingly, notwithstanding anything herein, this Agreement is not intended to, and shall not be construed to, Stepxxx Xxxx November 8, 2019 Page 6 of 14 prevent you from filing a charge or other laws proceeding with, or participating in an investigation or other proceeding conducted by, any governmental agency, including without limitation the U.S. Equal Employment Opportunity Commission (the “EEOC”) or applicable state or local fair employment practices (“FEP”) agency. However, as stated in Paragraph 3(d) above, and regulations relating except as provided in Paragraph 11 below, you understand and agree that you shall not be entitled to employment receive any monetary compensation from Citi or employment discrimination; and
(h) all claims for attorneys’ fees and costsReleasees in such proceeding.
Appears in 1 contract
Samples: Separation Agreement (Citigroup Inc)
Release of Claims. In exchange (a) As part of the consideration of the Company’s provision of payments to Executive after the Employment Termination Date in accordance with Section 2 of the Separation Agreement, which payments (and any portion thereof) Executive was not entitled to but for his entry into (and non-revocation of) the compensationSeparation Agreement, benefits that certain General Release of Claims referenced in Section 2 of the Separation Agreement (the “General Release”) and this Confirming Release, Executive hereby releases and discharges the Company and its subsidiaries and other consideration to be provided to Employee under affiliates and each of the Employment Agreement that Employee is not otherwise entitled to receiveforegoing entities’ respective partners, Employee hereby generally and completely releases XOMA and XOMA (US) LLCmembers, and their past and present predecessors, successors, assigns, owners, partners, shareholders, officers, directors, managers, employees, agents, directors, employees, investors, shareholdersattorneys, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor benefit plans (including the fiduciaries and successor corporations, trustees of such plans) and assigns insurers (collectively, the “Confirming Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, dutiesdemands, liabilities, obligations liabilities and causes of action, both known and unknownwhether statutory or common law, that arise out are now known, or reasonably should be known, to Executive, including, without limitation, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, wages, contractual entitlements; and all claims or causes of action relating to any matter occurring on or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs that Executive executes this Release Agreement Confirming Release, including, without limitation, (collectivelyi) any alleged violation through such date of: (A) the Age Discrimination in Employment Act of 1967, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA as amended (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMAas amended by the Older Workers Benefit Protection Act);
; (cB) all claims for breach of contract, wrongful termination and breach Title VII of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, as amended; (C) the federal Civil Rights Act of 1991; (C) Sections 1981 through 1988 of Title 42 of the United States Code, the federal Age Discrimination in Employment Act of 1967 as amended; (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal E) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (F) the federal Worker Adjustment and Retraining Notification Immigration Reform Control Act, as amended; (G) the California Fair Employment Americans with Disabilities Act of 1990, as amended; (H) the National Labor Relations Act, as amended; (I) the Occupational Safety and Housing Health Act, as amended; (J) the Family and Medical Leave Act and the California Labor Codeof 1993, and all amendments to and regulations issued under each such statuteas amended;
(fK) all claims for violation of the federal or any state constitution;
or federal anti-discrimination or anti-retaliation law; (gL) all claims arising out of any state or federal wage and hour law; or (M) any other laws and regulations relating to employment local, state or employment discriminationfederal law, regulation or ordinance; and
(hii) all claims any public policy, contract, tort, or common law claim; (iii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and costs(iv) any and all claims Executive may have arising out of, or as the result of any breach of, any employment agreement (including the Employment Agreement), or any other contract, incentive compensation plan or agreement, or equity compensation plan or agreement with the Company or any of the other Confirming Released Parties (collectively, the “Confirming Released Claims”); provided, however, that this Confirming Release does not apply to the Company’s or any of the other Confirming Released Parties’ obligations to Executive that may arise: (I) following the date that Executive executes this Confirming Release; (II) in connection with any rights of defense or indemnification which would be otherwise afforded to 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 Executive; (III) in connection with any rights of defense or indemnification which would be otherwise afforded to Executive under any liability or other insurance policy maintained by the Company; (IV) in connection with any rights of Executive under any applicable health, medical and dental programs, including any claims to vested benefits under an employee benefit plan subject to ERISA; (V) with respect to any final payroll check for wages accrued through the date of execution of this Confirming Release; and (VI) such other rights or claims as may arise after the date that Executive executes this Confirming Release. This Confirming Release is not intended to indicate that any Confirming 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, any and all potential claims of this nature that Executive may have against the Confirming Released Parties, regardless of whether they actually exist, are expressly settled, compromised or waived. By signing this Confirming Release, Executive is bound by it. Anyone who succeeds to Executive’s rights and responsibilities, such as heirs or the executor of Executive’s estate, is also bound by this Confirming Release. This Confirming Release also applies to any claims brought by any person or agency or class action under which Executive may have a right or benefit. THIS CONFIRMING RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE CONFIRMING RELEASED PARTIES.
(b) 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 Confirming Release with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency, or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Executive understands and agrees that Executive is waiving any and all rights to recover any monetary or personal relief or recovery from the Company or any other Confirming Released Party as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions. Further, nothing in this Confirming Release, the Separation Agreement or the General Release prohibits or restricts Executive from filing a charge or complaint with, or cooperating in any investigation with, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other securities regulatory agency or authority (each, a “Government Agency”). This Confirming Release does not limit Executive’s right to receive an award for information provided to a Government Agency.
(c) For the avoidance of doubt, in no event shall the Confirming Released Claims include any claim that arises after the date this Confirming Release is executed by Executive, including, without limitation, any claim to enforce Executive’s rights under the Separation Agreement.
Appears in 1 contract
Samples: Separation and Consulting Agreement (Cobalt International Energy, Inc.)
Release of Claims. In exchange for the compensation, benefits and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally and completely releases XOMA release the Company and XOMA (US) LLCits directors, and their past and present officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of arising from or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on and including the date Employee signs time you sign this Release Agreement (collectivelyAgreement. This general release includes, the “Released Claims”). The Released Claims include but are is not limited to:
: (a) all claims arising out of from or in any way related to Employee’s your employment with XOMA the Company or the termination of that employment;
; (b) all claims related to your compensation or benefits from XOMAthe Company, including salary, bonuses, commissions, vacationfees, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
the Company; (c) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 1990, the federal Fair California Labor Standards Code (as amended), the California Family Rights Act, the federal the Employee Retirement Income Security Age Discrimination in Employment Act of 1974(“ADEA”), the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, you are not releasing the Company hereby from any breach of this Agreement subsequent to its Effective Date, or any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance. Also, excluded from this Agreement are any claims that cannot be waived by law. You are not waiving your right to bring proceedings before administrative agencies such as the Equal Employment Opportunity Commission, Department of Labor, or the California Labor CodeDepartment of Fair Employment and Housing, and all amendments to and regulations issued under each provided that you are waiving any monetary recovery from such statute;
(f) all proceedings. You represent that you have no lawsuits, claims for violation of the federal or any state constitution;
(g) all claims arising out actions pending in your name, or on behalf of any other laws and regulations relating person or entity, against the Company or any other person or entity subject to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costs.the release granted in this paragraph. Xxxxx X. Xxxxxxx November 30, 2015 revised
Appears in 1 contract
Samples: Separation Agreement (Mannkind Corp)
Release of Claims. In exchange for consideration for, and as a condition of the compensation, payments and benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled you pursuant to receivethis Agreement, Employee you hereby generally and completely releases XOMA release the Company and XOMA (US) LLCits directors, and their past and present officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the collectively “Released PartiesParty”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, ) from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on and including the date Employee signs you sign this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising and which arise out of or are in any way related to Employee’s your employment with XOMA or the other relationship, or termination of that employment;
such employment or other relationship, with the Company or any of the Company’s subsidiaries and/or affiliates, including but not limited to: (b1) all claims related to your compensation or benefits from XOMAthe Company, including wages, salary, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursementsreimbursements (to the extent permitted by applicable law), severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA the Company; (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c2) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d3) all tort claims, including without limitation claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e4) all federal, state state, and local statutory claims, including without limitation claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Age Discrimination in Employment Act of 19741967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification ActAct (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993, and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions; provided, however, that nothing herein shall (i) release the California Labor CodeCompany from any claims arising from or by reason of any breach by the Company of this Agreement; or (ii) affect your rights, if any, to indemnification or director’s and all amendments officer’s liability insurance coverage provided to and regulations issued under each such statute;
(f) all claims for violation you by any agreement with the Company or any provision or any By-Law of the federal Company or application of law. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination or retaliation on the basis of workers’ compensation status, but does not include workers’ compensation claims. Excluded from this Agreement are any claims which by law cannot be waived in a private agreement between employer and employee. You have the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state constitution;
(g) all claims arising out of or local fair employment practices agency, however, you waive any right to any monetary recovery or other relief should the EEOC or any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsagency pursue a claim on your behalf.
Appears in 1 contract
Samples: Separation Agreement (Yahoo Inc)
Release of Claims. In exchange consideration for the compensationbonus payment and the Company’s agreement to enter into the consulting relationship with you as set forth above, benefits and other which consideration to be provided to Employee under the Employment Agreement that Employee is you would not otherwise entitled to receivebe entitled, Employee you hereby generally and completely releases XOMA release the Company and XOMA (US) LLCits directors, and their past and present officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on and including the date Employee signs you sign this Release Agreement (collectivelyAgreement. This general release includes, the “Released Claims”). The Released Claims include but are is not limited to:
: (a) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company or the termination of that employment;
; (b) all claims related to your compensation or benefits from XOMAthe Company, including salary, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
the Company; (c) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 1990, the federal Fair California Labor Standards Code (as amended), the California Family Rights Act, the federal the Employee Retirement Income Security Age Discrimination in Employment Act of 1974, the federal Worker Adjustment (“ADEA”) and Retraining Notification Act, the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, you are not releasing the Company hereby from any obligation to indemnify you pursuant to the Articles and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation Bylaws of the federal Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance. Also, excluded from this Agreement are any state constitution;
(g) all claims arising out that cannot be waived by law. You are waiving, however, your right to any monetary recovery should any governmental agency or entity, such as the Equal Employment Opportunity Commission or the Department of Labor, pursue any claims on your behalf. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any other laws and regulations relating person or entity, against the Company or any other person or entity subject to employment or employment discrimination; and
(h) all claims for attorneys’ fees and coststhe release granted in this paragraph.
Appears in 1 contract
Release of Claims. In a. Except as otherwise set forth in this Agreement, in exchange for the compensation, benefits and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which Xx. Xxxxx would not otherwise entitled to receivebe entitled, Employee Xx. Xxxxx hereby generally releases, acquits and completely releases XOMA forever discharges Isis, its parents and XOMA (US) LLCsubsidiaries, and their past and present officers, directors, agents, directorsservants, employees, investorsattorneys, shareholders, administratorsemployee benefit plans, partnerssuccessors, attorneys, agents, insurers, assigns and affiliates, divisions, subsidiaries, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s 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 directly or indirectly arising out of or in any way connected with Xx. Xxxxx’x employment with XOMA Isis or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including Isis, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute, or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of shares 1990; the federal Age Discrimination in Employment Act of stock of XOMA1967, as amended (“ADEA”);
(c) all claims for breach of contract; the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful termination discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;.
(d) b. Except as otherwise set forth in this Agreement, in exchange for consideration under this Agreement to which Isis would not otherwise be entitled, Isis hereby releases, acquits and forever discharges Xx. Xxxxx, of and from any and all tort claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims for and demands directly or indirectly arising out of or in any way connected with Xx. Xxxxx’x employment with Isis or the termination of that employment; claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in Isis, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute, or cause of action including, but not limited to, tort law, contract law, fraud, defamation, emotional distress ; and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation breach of the federal or any state constitution;
(g) all claims arising out implied covenant of any other laws good faith and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsfair dealing.
Appears in 1 contract
Release of Claims. In exchange for the compensation, benefits payments and other consideration considerations under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally release, acquit and completely releases XOMA and XOMA (US) LLCforever discharge the Company, its affiliates, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, shareholders and agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorney's fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, known and or unknown, that arise out of suspected or are in any way related to eventsunsuspected, actsdisclosed or undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s agreements, events, acts or conduct at any time prior to and including the date you execute this Agreement, including (but not limited to): all claims and demands directly or indirectly arising out of or in any connection with the Offer Letter, your employment with XOMA the Company or the termination of that your employment;
(b) ; all claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA the Company, vacation pay, fringe benefits, severance benefits, or any other form of compensation; and all claims and demands pursuant to any federal, state or local law, including (including but not limited to any right to purchaseto) the federal Civil Rights Act of 1964, or actual purchaseas amended, the federal Age Discrimination in Employment Act of shares 1967, as amended ("ADEA"), the federal Americans with Disabilities Act of stock of XOMA);
1990, the Washington Law Against Discrimination in Employment, tort law and contract law, including (cwithout limitation) all claims chime for breach of contractwrongful discharge, wrongful termination discrimination, fraud, defamation, harassment, emotional distress, and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims; provided however, including that the foregoing release of claims for fraud, defamation, emotional distress and discharge in violation shall not apply to any right of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under indemnification that you may have pursuant to the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation Bylaws of the federal Company as a consequence of your service as an officer, director or any state constitution;
(g) all claims arising out employee of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and coststhe Company.
Appears in 1 contract
Samples: Separation Agreement (Quinton Cardiology Systems Inc)
Release of Claims. (a) In exchange for the compensation, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLCSeparation Benefits, and their past in consideration of the further agreements and present promises set forth herein, Executive agrees unconditionally and forever to release and discharge the Employer Parties, including, without limitation, any of the Employer Parties respective current and former officers, agents, directors, members, managers, employees, investorsrepresentatives, shareholders, administrators, partners, attorneys, attorneys and agents, insurersas well as all of their predecessors, parents, subsidiaries, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, successors in interest and assigns (collectively, the “Released PartiesReleasees”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, ) from any and all claims, dutiesactions, liabilities, obligations and causes of action, both demands, rights, or damages of any kind or nature which Executive may now have, or ever have, whether known and or unknown, that arise including any claims, causes of action or demands of any nature arising out of or are in any way related relating to eventsExecutive’s employment with, actsor termination from employment with any Employer Parties on or before the date Executive signs this Agreement.
(b) This release specifically includes any and all claims relating to or arising from Executive’s employment with any Employer Parties, conduct the terms and conditions of that employment, and the termination of that employment relationship, without limitation: any and all claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or omissions unlawful discharge or demotion; violation of public policy; assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, attorneys’ fees, or other compensation of any sort; wrongful termination; retaliation; wrongful demotion; discrimination or harassment on any basis protected by federal, state or local law including, but not limited to race, color, sex, gender identity, national origin, ancestry, religion, disability, handicap, medical condition, marital status, and sexual orientation; any claim under Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866, 1870 and 1991, the Family and Medical Leave Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Genetic Information Nondiscrimination Act, Section 1981 of Title 42 of the United States Code, the Rehabilitation Act of 1973, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Uniform Services Employment and Reemployment Rights Act, the Texas Payday Act, Chapter 21 of the Texas Labor Code, and all other federal, state, or local statutes, ordinances and laws; violation of any safety and health laws, statutes or regulations; or any other wrongful conduct, based upon events occurring prior to or on the date Employee signs of execution of this Release Agreement release (collectively, the “Released Claims”). The Released Claims Claims, however, shall not include any claims, rights or benefits arising under this Agreement, for vested benefits under the applicable employee benefit plans maintained by the REITs in accordance with the terms and conditions of such plans, or any claims for indemnification (including advancement of expenses) arising under any written indemnification agreement between the REITs and Executive (including, but are not limited to:, (i) that certain Indemnification Agreement, dated as of March 18, 2015, between NXRT and Executive (the “NXRT Indemnification Agreement”), (ii) that certain Indemnification Agreement, dated as of February 6, 2020, between NREF and Executive (the “NREF Indemnification Agreement”), (iii) that certain Indemnification Agreement, dated as of July 1, 2022, between NXDT and AMERICASACTIVE:20465999.8 Executive (the “NXDT Indemnification Agreement”), (iv) that certain Indemnification Agreement, dated as of November 1, 2018, between VB and Executive (the “VB Indemnification Agreement”), (v) that certain Indemnification Agreement, dated June 8, 2022, between NXHT and Executive (the “NXHT Indemnification Agreement”) and (vi) that certain Indemnification Agreement, dated March 27, 2019, between NHT and Executive (the “NHT Indemnification Agreement”) and, together with the NXRT Indemnification Agreement, the NREF Indemnification Agreement, the NXDT Indemnification Agreement, the VB Indemnification Agreement, the NXHT Indemnification Agreement, and the NSP Indemnification Agreement (the “Indemnification Agreements”)) or pursuant to the bylaws of the REITs, as applicable, or pursuant to applicable law.
(ac) Executive further understands, acknowledges, and agrees to waive Executive’s rights under any other statute or regulation, state or federal, that provides that a general release does not extend to claims that Executive does not know or suspect to exist in Executive’s favor at the time of executing this Agreement and Release, which if known to Executive must have materially affected Executive’s settlement with the Employer Parties.
(d) The Employer Parties, on behalf of themselves and the Releasees, agree to unconditionally and forever release and discharge Executive from any and all claims claims, actions, causes of action, demands, right or damages of any kind or nature (other than those relating to Executive’s service as a director or trustee of the Adviser or REITs) which they may now have, or ever had, whether known or unknown, arising out of or in any way related to EmployeeExecutive’s employment with XOMA or termination from employment on or before the termination of that employment;date Executive signs this Agreement.
(be) The parties intend this mutual release to be a full and comprehensive general release waiving and releasing all claims, demands, and causes of action, known or unknown, to the fullest extent permitted by law except as otherwise expressly provided herein. Nothing in this Agreement is intended to nor shall it be interpreted to release any claim which, by law, may not be released. This Agreement is not intended to and does not affect any rights or claims related arising after the date this Agreement is executed by Executive. Further, this Agreement shall not limit or prohibit any party’s ability to compensation bring a claim to enforce this Agreement nor shall it waive or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA limit Executive’s right to indemnification (including but not limited with respect to any right to purchasereceive advancement of expenses and to be held harmless) pursuant to any applicable directors and officers liability insurance coverage, any written indemnification agreement between any of the Employer Parties and Executive (including, but not limited to, the Indemnification Agreements) or pursuant to the bylaws of the REITs, as applicable, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments pursuant to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsapplicable law.
Appears in 1 contract
Release of Claims. In exchange for the compensationconsideration for, benefits and as a condition of, your continued employment and other consideration to be provided to Employee you by the Company under the Employment Agreement that Employee is this Agreement, to which you are not otherwise entitled to receiveentitled, Employee you hereby generally and completely releases XOMA release the Company and XOMA (US) LLCExecustaff, and their past and present Inc., its directors, officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on and including the date Employee signs you sign this Release Agreement (collectivelyAgreement. This general release includes, the “Released Claims”). The Released Claims include but are is not limited to:
: (a1) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company or the termination of that employment;
; (b2) all claims related to your compensation or benefits from XOMAthe Company, including salary, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA the Company; (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c3) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d4) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e5) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards ActAge Discrimination in Employment Act (as amended) (“ADEA”), the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsas amended).
Appears in 1 contract
Samples: Severance Agreement (Pharsight Corp)
Release of Claims. In exchange for the compensationpromises and covenants set forth herein, benefits Xxxx hereby releases, acquits, and other consideration to be provided to Employee under forever discharges the Employment Agreement that Employee is not otherwise entitled to receiveCompany, Employee hereby generally its parents and completely releases XOMA and XOMA (US) LLCsubsidiaries, and their past and present officers, directors, agents, directorsservants, employees, investorsattorneys, shareholders, administrators, partners, attorneyssuccessors, agents, insurersassigns, affiliates, divisions, subsidiaries, parents, predecessor and successor corporationscustomers, and assigns (collectively, the “Released Parties”), from, clients of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, claims liabilities, obligations and demands, causes of action, both costs, expenses, attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s agreements, acts or conduct at any time prior to the Separation Date, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with the Company's employment with XOMA or of Xxxx, the termination of that employment;
(b) all , and the Company's performance of its obligations as Xxxx' former employer; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to any right to purchaseto, or actual purchasethe California Fair Employment and Housing Act, the federal Civil Rights Act of shares 1964, as amended; the federal Age Discrimination in Employment Act of stock of XOMA);
(c) all claims for breach of contract1967, as amended; the federal Americans With Disabilities Act; tort law; contract law; wrongful termination discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costs.
Appears in 1 contract
Release of Claims. In exchange for the compensationpromises and covenants set forth herein, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally releases, acquits, and completely releases XOMA forever discharges the Company, its parents and XOMA (US) LLCsubsidiaries, and their past and present officers, directors, agents, directorsservants, employees, investorsattorneys, shareholders, administrators, partners, attorneyssuccessors, agents, insurersassigns, affiliates, divisions, subsidiaries, parents, predecessor and successor corporationscustomers, and assigns (collectively, the “Released Parties”), from, clients of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, claims liabilities, obligations and demands, causes of action, both costs, expenses, attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement disclosed and undisclosed (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchasefederal, state or actual purchaselocal law or cause of action including, but not limited to, the National Labor Relations Act, Title VII of shares the Civil Rights Act of stock 1964, as amended, the Civil Rights Act of XOMA);
(c) all claims for breach 1991, the Americans With Disability Act, the Federal Family and Medical Leave Act of contract1993, the 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 implied 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) all tort claimsclaims or demands related to salary, including claims for fraudbonuses, defamationcommissions, emotional distress and discharge in violation of public policy;
or (e) all federalvacation pay, state fringe benefits, expense reimbursements, severance pay, or any form of compensation. The Employee agrees to indemnify and local statutory claimshold the Company and its shareholders, including claims for discriminationdirectors, harassmentofficers, retaliationagents and employees harmless from any liabilities, debts, demands, causes of action, injuries, costs, attorneys’ ' fees or other claims arising under the Federal Civil Rights Act damages of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims kind arising out of any other laws the Employee’s action or inactions, whether negligent or otherwise, with respect to, or in connection with the Severance Agreement and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and coststhe Employment Agreement.
Appears in 1 contract
Samples: Employment Separation Agreement (Golden Phoenix Minerals Inc /Mn/)
Release of Claims. In exchange for the compensationSalary Continuance, COBRA Premiums, benefits continuance, eligibility for the Severance Payment, and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLCbe entitled, and except as otherwise set forth in this Agreement, you hereby release, acquit and forever discharge the Company, its subsidiaries, and its and their past and present respective officers, directors, agents, directorsservants, employees, investorsattorneys, shareholders, administratorssuccessors, partners, attorneys, agents, insurers, assigns and affiliates, divisions, subsidiaries, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s 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 Xxxxxxx X. Xxxxxxxxxx July 31, 2002 out of or in any way connected with your employment with XOMA the Company or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including the Company, vacation pay, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; claims pursuant to any federal, state, local law, statute or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of shares 1967, as amended (“ADEA”); the federal Americans with Disabilities Act of stock of XOMA);
(c) all claims for breach of contract1990; the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful termination discharge; discrimination; fraud; defamation; harassment; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costs.
Appears in 1 contract
Samples: Separation Agreement (Inhale Therapeutic Systems Inc)
Release of Claims. a. In exchange for the compensation, benefits and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which Individual would not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLCbe entitled, and except as otherwise set forth in this Agreement, Individual hereby releases, acquits and forever discharges the Company, its parents and subsidiaries, and its and their past and present respective officers, directors, agents, directorsservants, employees, investorsattorneys, shareholders, administratorssuccessors, partners, attorneys, agents, insurers, assigns and affiliates, divisions, subsidiaries, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employeeagreements, events, acts or conduct at any time prior to and including the date Individual signs this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with Individual’s employment with XOMA the Company or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, of shares of stock of XOMA);
(c) all as amended, including without limitation claims for breach attorneys’ fees; the Federal Age Discrimination in Employment Act, as amended (“ADEA”); the federal Americans with Disabilities Act of contract1990; the Maryland Fair Employment Practices Act, as amended; tort law; contract law; wrongful termination discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims. Individual represents that he has not filed any complaints or claims against the Company with the Equal Employment Opportunity Commission, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all or with any federal, state or local agency or court, and local statutory claimscovenants that he will not seek to recover on any claim released in this Agreement.
b. Individual acknowledges that he has been advised that he has twenty-one (21) days to consider this Agreement (but may sign it at any time beforehand if he so desires). Individual acknowledges that he has been advised that he can consult an attorney in considering this Agreement. Individual acknowledges that this Agreement does not release any rights or claims that arise after the date of this Agreement. Individual further acknowledges that he can revoke this Agreement within seven (7) days of signing it by sending a certified letter to that effect to the Company’s Chief Legal Officer. Notwithstanding the foregoing, including Individual understands and agrees that the portion of this Agreement that pertains to the release of claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act ADEA shall not become effective or enforceable and no consideration shall be paid until the seven (7) day revocation period has expired without revocation, but that all other provisions of 1964, this Agreement will become effective upon its execution by the federal Civil Rights Act parties.
c. INDIVIDUAL UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. Individual acknowledges that he waives any rights under the laws of 1991, the federal Age Discrimination State of Maryland that are similar to those provided in Employment Act Section 1542 of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Civil Code, and all amendments which reads as follows: “A general release does not extend to and regulations issued under each such statute;
(f) all claims for violation which the creditor does not know or suspect to exist in his favor at the time of executing the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsrelease, which if known by him must have materially affected his settlement with the debtor.”
Appears in 1 contract
Samples: Separation Agreement (Arbitron Inc)
Release of Claims. In exchange for A. For good and valuable consideration, including the compensationCompany’s provision of a severance payment and benefits as set forth in Sections 1 and 3 of the Separation Agreement, benefits Executive hereby releases and other consideration to be provided to Employee under discharges the Employment Agreement that Employee is not otherwise entitled to receiveCompany, Employee hereby generally the Partnership (as defined in the Separation Agreement) and completely releases XOMA and XOMA (US) LLCeach of their affiliates, and subsidiaries, partners, members, predecessors, successors or assigns, along with their past and present respective owners, partners, officers, directors, members, employees, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentssuccessors, insurers, affiliates, divisions, subsidiaries, parents, predecessor administrators and successor corporations, and assigns insurers (collectively, collectively the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, dutiesdemands, liabilities, obligations liabilities and causes of action, both known whether statutory or common law, which are now known, or reasonably should be known, to Xxxx, including, but not limited to, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, wages, contractual entitlements; and unknownall claims or causes of action relating to any matter occurring on or prior to the date that Executive executed this Agreement, including without limitation any alleged violation of: (i) the Age Discrimination in Employment Act of 1967, as amended; (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 United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (vi) the Immigration 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; (xi) any state or federal anti-discrimination law; (xii) any state or federal wage and hour law; (xiii) any other local, state or federal law, regulation or ordinance; (xiv) any public policy, contract, tort, or common law claim; (xv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (xvi) any and all claims Executive may have arising out of, or as the result of any breach of, the Employment Agreement (as defined in the Separation Agreement), that arise out certain Severance Agreement dated as of June 12, 2009 between Executive and the Partnership, or are in any way related to eventsother contract, actsincentive compensation plan or agreement, conduct unit subscription agreement, or omissions occurring prior to stock option plan or on the date Employee signs this Release Agreement agreement with any Company Party (collectively, the “Released Claims”). The ; provided, however, that this release does not apply to the Company’s obligations to Executive that may arise under: (i) the Separation Agreement; (ii) the Cobalt International Energy L.P. Deferred Compensation Plan; and (iii) to the extent applicable, the Class D Award Agreement (as defined in the Separation Agreement) and the LTIP (as defined in the Separation Agreement) as a result of Executive’s continuing ownership of the 45,000 Class D Restricted Shares referenced in Section 3 of the Separation Agreement; (iv) 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 Company and the Executive; (v) any rights of defense or indemnification which would be otherwise afforded to the Executive under any liability or other insurance policy maintained by Company; (vi) any rights of the Executive under any applicable health, medical and welfare benefit programs; and (vii) 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 include but exist or that, if they do exist, they are not limited to:
(a) meritorious. Rather, Executive is simply agreeing that, in exchange for the consideration provided pursuant to the Separation Agreement, any and all potential claims of this nature that Executive may have against the Released Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Additionally, the Company hereby RELEASES AND FOREVER DISCHARGES Executive from any and all legal responsibilities, claims, rights of action, causes of action, suits, debts, liabilities, judgments, demands, damages, costs, attorneys’ fees, expenses and all claims of any kind and all damages of any kind on account of, arising out of from, related to, or in any way related to Employeegrowing out of Executive’s employment or separation from employment with XOMA Company and which are now known, or reasonably should be known, to the termination Company and based upon any facts occurring prior to the date Company executes this Agreement.
B. Notwithstanding this release of that employment;
(b) all claims related to compensation or benefits liability, nothing in this Release prevents Executive from XOMAfiling any non-legally waivable claim, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock optionsa challenge to the validity of this Release with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency, or participating in any other ownershipinvestigation or proceeding conducted by the EEOC or comparable state or local agency; however, equity Executive understands and agrees that Executive is waiving any and all rights to recover any monetary or profits interests personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions. Further, in XOMA (including but not limited to no event shall the Released Claims include any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of claim which arises after the implied covenant of good faith and fair dealing;
(d) all tort claimsdate this Release is executed by Executive, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising any claim to enforce Executive’s rights under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsSeparation Agreement.
Appears in 1 contract
Samples: Separation Agreement (Cobalt International Energy, Inc.)
Release of Claims. In exchange For and in consideration of the payments and benefits provided in paragraphs 1 – 4 above, Executive, for himself, his successors and assigns, executors and administrators, now and forever hereby releases and discharges the compensationCompany, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLC, and their together with all of its past and present parents, subsidiaries and affiliates, together with each of their officers, directors, stockholders, partners, employees, agents, directors, employees, investors, shareholders, administrators, partners, representatives and attorneys, agents, insurersand each of their subsidiaries, affiliates, divisionsestates, subsidiariespredecessors, parents, predecessor and successor corporationssuccessors, and assigns (collectively, hereinafter collectively referred to as the “Released PartiesReleasees”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, ) from any and all rights, claims, dutiescharges, liabilitiesactions, obligations and causes of action, both complaints, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known and or unknown, that arise out suspected or unsuspected, which Executive or Executive’s executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or are thing whatsoever; arising from the beginning of time up to the date of the Release:
(i) relating in any way related to eventsExecutive’ employment relationship with the Company or any of the Releasees, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employmentExecutive’s employment relationship with the Company or any of the Releasees;
(bii) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or arising under any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, local or state and local statutory claimsstatute or regulation, including claims for discriminationincluding, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964without limitation, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (1967, as amended by the “ADEA”), Older Workers Benefit Protection Act; Title VII of the federal Civil Rights Act of 1964; Sections 1981 through 1988 of Title 42 of the United States Code; the Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 19741974 (except for vested benefits which are not affected by this agreement), the federal National Labor Relations Act; the Fair Labor Standards Act; the Occupational Safety and Health Act; the Consolidated Omnibus Budget Reconciliation Act of 1985; the Federal Family and Medical Leave Act; or the Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Codeeach as amended; Xxxxx Xxxxxxxxx September, and all amendments to and regulations issued under each such statute;
(f) all claims for violation 2008 Page 4 of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costs.9
Appears in 1 contract
Samples: Termination and Release Agreement (Wyndham Worldwide Corp)
Release of Claims. In exchange for the compensation, benefits payments and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally release, acquit and completely releases XOMA forever discharge the Company, its parents and XOMA (US) LLCsubsidiaries, and its and their past and present respective officers, directors, agents, directorsservants, employees, investorsattorneys, shareholders, administratorssuccessors, partners, attorneys, agents, insurers, assigns and affiliates, divisions, subsidiaries, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s 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 with XOMA the Company or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including the Company, vacation pay, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; claims pursuant to any federal, state, local law, statute or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of shares 1967, as amended; the federal Americans with Disabilities Act of stock of XOMA);
(c) all claims for breach of contract1990; the California Fair Employment and Housing Act, as amended; California Labor Code section 132a, as amended; tort law; contract law; wrongful termination discharge; discrimination; fraud; defamation; harassment; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims. You represent that you have no lawsuits, including claims for fraud, defamation, emotional distress and discharge or actions pending in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees your name or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out on behalf of any other laws and regulations relating person or entity, against the Company or any other person or entity subject to employment the release granted in this paragraph. You agree that in the event you bring a claim covered by this release in which you seek damages against the Company or employment discrimination; and
(h) all claims for attorneys’ fees and costsin the event you seek to recover against the Company in any claim brought by a governmental agency on your behalf, this Agreement shall serve as a complete defense to such claims.
Appears in 1 contract
Release of Claims. In exchange for the compensation, benefits and other consideration to be provided to Employee under the Employment you by this Agreement that Employee is you are not otherwise entitled to receive, Employee you hereby generally and completely releases XOMA release the Company and XOMA (US) LLCits directors, and their past and present officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring prior to or on your signing this Agreement other than the date Employee signs this Release Company’s express obligations under the Indemnification Agreement between the Company and you dated November 6, 2008, (collectively, the “Released ClaimsIndemnification Agreement”). The Released Claims include , a copy of which is attached as Exhibit B. This general release includes, but are is not limited to:
: (a1) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company or the termination of that employment;
; (b2) all claims related to your compensation or benefits from XOMAthe Company, including salary, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, or fringe benefits; (3) all claims related to contract, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to the 2008 Amended Employment Agreement (and any right to purchase, or actual purchase, of shares of stock of XOMA);
predecessor agreements) but not including the Indemnification Agreement; (c4) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d5) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e6) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Employee Retirement Income Security Act, the federal the Employee Retirement Income Security Age Discrimination in Employment Act of 19741967 (as amended) (“ADEA”), California Labor Code §970, the federal Worker Adjustment and Retraining Notification California Xxxxx Act, and the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsas amended).
Appears in 1 contract
Samples: Separation Agreement (Cymer Inc)
Release of Claims. In exchange for the compensation, payment(s), benefits and other consideration provided by Xxxxxxxxx Financial Group Inc. (“JFG”) as set forth in the Agreement dated July 8, 2022, which I acknowledge and agree are just and sufficient consideration for the waivers, releases and commitments set forth herein, I, Xxxxxx Xxxxxxx, hereby agree, to be provided the fullest extent permitted by law, to Employee under waive, release and forever discharge JFG and Releasees (as defined in Paragraph 4) of the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLC, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, dutiesgrievances, liabilitiesinjuries, obligations and controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, both suits, arbitrations, sums of money, wages, attorneys’ fees, costs, damages, or any right to any monetary recovery or any other personal relief, whether known and or unknown, that arise out in law or in equity, by contract, tort, law of trust or are in pursuant to federal, state or local statute, regulation, ordinance or common law, which I now have, ever have had, or may hereafter have, based upon or arising from any way related fact or set of facts, whether known or unknown to eventsme, acts, conduct or omissions occurring prior to or on from the beginning of time until the date Employee signs of execution of this Release Agreement (collectivelyAgreement, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or relating in any way related to Employee’s my employment relationship with XOMA JFG and Releasees or my separation therefrom. Without limiting the termination generality of that employment;
(b) all claims related to compensation the foregoing, this waiver, release, and discharge includes any claim or benefits from XOMAright based upon or arising under any federal, including salarystate or local fair employment practices or equal opportunity laws, bonusesincluding, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchasethe following federal and state laws: ADEA, or actual purchaseOlder Workers’ Benefits Protection Act, Rehabilitation Act of shares of stock of XOMA);
(c) all claims for breach of contract1973, wrongful termination Worker Adjustment and breach Retraining Notification Act, 42 U.S.C. Section 1981 et seq., Title VII of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Equal Pay Act of 19911963, the federal Age Discrimination in Employment Family and Medical Leave Act of 1967 (the “ADEA”)1993, the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, Americans With Disabilities Act of 1990, Title II of the federal Worker Adjustment Genetic Information Nondiscrimination Act of 2008, Labor Management Relations Act of 1947, Uniform Services Employment and Retraining Notification Reemployment Act of 1994, Xxxxxxxx-Xxxxx Act of 2002, Section 922 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the California Fair Employment and Housing Act and the California New York State Human Rights Law, New York State Constitution, New York Labor CodeLaw, New York Civil Rights Law, New York Executive Law, and New York City Human Rights Law, including all amendments to any of the foregoing. You also release and regulations issued under each such statute;
(f) waive any and all claims for violation future personal and monetary relief in connection with any class action for which you may be a class member, as well as in any action brought by the EEOC or state equivalent agency. If you receive any such personal or monetary relief for damages you claim to have experienced in any such action, you agree JFG will be entitled to an offset for the payment(s) made to you under this Agreement. Nothing in this Exhibit A Release or your Agreement constitutes a release or waiver by you of, or prevents you from making or asserting: (i) any claim or right under COBRA; (ii) any claim or right for unemployment insurance or workers’ compensation benefits; (iii) any claim to vested benefits under the written terms of a qualified employee pension benefit plan or 401K plan; (iv) any claim or right that arises after you sign this Exhibit A Release; (v) any claim or right under your personal brokerage account maintained at Jefferies LLC; or (vi) any claim or right under this Exhibit A Release. Nor are you releasing any rights to indemnification or directors and officers coverage under governing Company by-laws, policies, and/or procedures. If it is determined that any claim covered by this paragraph cannot be released as a matter of law, this release of claims will remain valid and fully enforceable as to the federal remaining released claims. Nothing in this Exhibit A Release or your Agreement, including the provisions set forth in the “Release of Claims,” “Absence of Certain Claims,” “Continuing Obligations,” “Cooperation,” and the “Compliance with Law or Legal Process” paragraphs, shall prevent you (or your attorney) from lawfully (a) filing a charge or complaint with the EEOC, the NLRB, the OSHA, or similar state or local agency; (b) participating in any state constitution;
investigation or proceeding conducted by the Government Agencies or Regulators; (gc) all claims arising out of any other laws and regulations relating to employment communicating or employment discrimination; and
(h) all claims for attorneys’ fees and costs.cooperating with, or providing relevant information to, or testifying
Appears in 1 contract
Samples: Separation Agreement (Jefferies Financial Group Inc.)
Release of Claims. (a) In exchange for consideration for, among other terms, the compensationSupplemental Consideration, benefits to which you acknowledge you would otherwise not be entitled, you, on behalf of yourself and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveyour heirs, Employee hereby generally and completely releases XOMA and XOMA (US) LLCexecutors, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneysrepresentatives, agents, insurers, affiliatesadministrators, divisions, subsidiaries, parents, predecessor and successor corporations, successors and assigns (collectively, the “Released PartiesReleasors”)) voluntarily and irrevocably release and forever discharge the Company, fromits affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and agrees not the current and former officers, directors, shareholders, employees, attorneys, insurers, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to sue as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or otherwise institute unknown (“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 legal or administrative proceedings concerningall 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:
(i) any and all Claims under Title VII of the Civil Rights Act of 1964 (Title VII), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) (regarding existing but not prospective claims), dutiesthe Fair Labor Standards Act (FLSA), liabilitiesthe Equal Pay Act, obligations 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 causes Retraining Notification (WARN) Act, the federal Age Discrimination in Employment Act (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 any amendments and their respective implementing regulations, and any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released; however, the identification of actionspecific statutes is for purposes of example only, both known and unknown, that arise out the omission of any specific statute or are law shall not limit the scope of this general release in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employmentmanner;
(bii) any and all claims related to compensation or benefits from XOMAClaims arising under tort, including salarycontract, bonusesand quasi-contract law, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, claims of shares of stock of XOMA);
(c) all claims for breach of an express or implied contract, wrongful termination and or retaliatory discharge, fraud, defamation, negligent or intentional infliction of emotional distress, tortious interference with a contract or prospective business advantage, breach of the implied covenant of good faith and fair dealing;, promissory estoppel, detrimental reliance, invasion of privacy, false imprisonment, nonphysical injury, personal injury or sickness, or any other harm; Xxxxx X. Xxxxxxx, PharmD May 15, 2023
(diii) any and all tort claimsClaims for compensation of any type whatsoever, including but not limited to claims for fraudwages, defamationsalary, emotional distress bonuses, commissions, incentive compensation, vacation, sick pay, and discharge in violation of public policy;severance that may be legally waived and released; and
(eiv) any and all federal, state and local statutory claimsClaims for monetary or equitable relief, including claims for discriminationbut not limited to attorneys' fees, harassmentback pay, retaliationfront pay, attorneys’ reinstatement, experts' fees, medical fees or other expenses, costs and disbursements, punitive damages, liquidated damages, and penalties. However, this general release and waiver of claims arising shall not affect and you do not waive, release or discharge (A) your vested rights under the Federal Company’s Section 401(k) plan or your rights under this Agreement, (B) any rights that cannot be waived as a matter of law, such as your rights to benefits and Claims 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 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), (D) Claims for indemnity under the bylaws of the Company or your indemnification agreement with the Company, (E) any Claims for coverage under any Company D&O insurance policy, and (F) protections against retaliation under the Taxpayer First Act (26 U.S.C. § 2623(d). You agree not to accept damages of 1964any nature, other equitable or legal remedies for your own benefit or attorney's fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned any Claim to any third party.
(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 later discover Claims or facts in addition to or different from those which you now know or believe to exist with regards to the subject matter of this Agreement, and which, if known or suspected at the time of executing this Agreement, may have materially affected its terms. Nevertheless, the federal Civil Rights Act Releasors waive any and all Claims that might arise as a result of 1991such 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 federal Age Discrimination in Employment Act of 1967 (the “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 Americans law. You further acknowledge that at the time you were first provided this Agreement to consider, you were also provided with Disabilities Act 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 1990the 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 not knowingly encourage, counsel, or assist any attorneys or their clients in the federal Fair Labor Standards Actpresentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the federal Releasees, unless under a subpoena or other court order to do so or as related directly to the Employee Retirement Income Security Act ADEA waiver in this Agreement. You agree both to immediately notify the Company upon receipt of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Codeany such subpoena or court order, and all amendments to and regulations issued under each furnish, within three business days of its receipt, a copy of such statute;
(f) all claims subpoena or other court order. If approached by anyone for violation counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the federal Releasees, you shall state no more than that you cannot provide counsel or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsassistance.
Appears in 1 contract
Samples: Separation Agreement and General Release of Claims (Pardes Biosciences, Inc.)
Release of Claims. In exchange for the compensationpromises and covenants set forth herein, benefits you hereby release, acquit, and other consideration to be provided to Employee under forever discharge the Employment Agreement that Employee is not otherwise entitled to receiveCompany, Employee hereby generally its parents and completely releases XOMA and XOMA (US) LLCsubsidiaries, and their past and present officers, directors, agents, directorsservants, employees, investorsattorneys, shareholders, administrators, partners, attorneyssuccessors, agents, insurersassigns, affiliates, divisions, subsidiaries, parents, predecessor and successor corporationscustomers, and assigns (collectively, the “Released Parties”), from, clients of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s agreements, acts, or conduct at any time prior to the Effective Date, 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 XOMA or the Company, the termination of that employment;
(b) all , and the Company’s performance of its obligations as your former employer; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacationstock, paid time offstock options, the issuance or re-purchase of restricted stock, put rights, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownershipform of compensation; claims pursuant to any federal, equity state or profits interests in XOMA (including local law or cause of action including, but not limited to any right to purchaseto, or actual purchasethe California Fair Employment and Housing Act; the federal Civil Rights Act of 1964, of shares of stock of XOMAas amended; the federal Age Discrimination in Employment Act (“ADEA”);
(c) all claims for breach of contract, as amended; the federal Americans With Disabilities Act; the Employee Retirement Income Security Act; tort law; contract law; wrongful termination discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims. However, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising you will not be required to release any right to indemnification that you may have under the Federal Civil Rights Act of 1964applicable law, the federal Civil Rights Act of 1991, Company’s bylaws or the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act indemnification agreement between you and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costsCompany.
Appears in 1 contract
Samples: Separation Agreement (Vical Inc)
Release of Claims. In exchange for the compensation, benefits Salary Payments and other consideration under this Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled to receivebe entitled, Employee you hereby generally release, acquit and completely releases XOMA forever discharge the Company, its parents and XOMA (US) LLCsubsidiaries, and its and their past and present respective officers, directors, agents, directorsservants, employees, investorsattorneys, shareholders, administratorssuccessors, partners, attorneys, agents, insurers, assigns and affiliates, divisions, subsidiaries, parents, predecessor of and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s 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 with XOMA the Company or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including the Company, vacation pay, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; claims pursuant to any federal, state, local law, statute or cause of action including, but not limited to any right to purchaseto, or actual purchasethe federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of shares 1967, as amended; the federal Americans with Disabilities Act of stock of XOMA);
(c) all claims for breach of contract1990; the California Fair Employment and Housing Act, as amended; the California Labor Code, as amended; tort law; contract law; wrongful termination discharge; discrimination; fraud; defamation; harassment; emotional distress; and breach of the implied covenant of good faith and fair dealing;
(d) all tort claimsxxxxxxx.Xxx represent that you have no lawsuits, including claims for fraud, defamation, emotional distress and discharge or actions pending in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees your name or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out on behalf of any other laws and regulations relating person or entity, against the Company or any other person or entity subject to employment the release granted in this paragraph. You agree that in the event you bring a claim covered by this release in which you seek damages or employment discrimination; and
(h) all claims for attorneys’ fees and costsin the event you seek to recover in any claim brought by a governmental agency on your behalf, this Agreement shall serve as a complete defense to such claims.
Appears in 1 contract
Release of Claims. In exchange for the compensation, benefits and other consideration under this Separation Agreement to be provided to Employee under the Employment Agreement that Employee is which you would not otherwise entitled be entitled, including but not limited to receivethe severance benefits, Employee and except as otherwise provided in this Separation Agreement, you hereby generally and completely releases XOMA release, acquit and XOMA (US) LLCforever discharge the Company, and its parent, subsidiary, or affiliated entities, along with its and their past predecessors and present successors and their respective directors, officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, affiliates and assigns (collectively, the “Released Parties”), from, of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of from or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on and including the date Employee signs that you sign this Release Separation Agreement (collectively, the “Released Claims”). The Released Claims include include, but are not limited to:
: (a) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company, or the termination of that employment;
; (b) all claims related to your compensation or benefits from XOMAthe Company, including salary, bonuses, commissions, vacationother incentive compensation, paid time offvacation pay and the redemption thereof, expense reimbursements, severance paypayments, fringe benefits, stock, stock options, or any other ownership, ownership or equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
the Company; (c) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e) all federal, state state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 19911964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair California Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment Code (as amended) and Retraining Notification Act, the California Fair Employment and Housing Act and (as amended). Notwithstanding the California Labor Codeforegoing, and all amendments to and regulations issued under each such statute;
the following are not included in the Released Claims (fthe “Excluded Claims”): (A) all any rights or claims for violation indemnification you may have pursuant to any written indemnification agreement (including your Employment Agreement) with the Company to which you are a party, under any of the federal Company’s D&O or other insurance policies, as applicable, the charter, bylaws, or operating agreements of the Company, or under applicable law; (B) any rights or claims you have to unemployment compensation, funds accrued in your 401(k) account or any state constitution;
vested equity incentives; (gC) all any rights that are not waivable as a matter of law; or (D) any claims arising out from the breach by the Company of the Separation Agreement to which this Release is attached. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any other laws and regulations relating to employment claims you have or employment discrimination; and
(h) all claims for attorneys’ fees and costsmight have against any of the Released Parties that are not included in the Released Claims.
Appears in 1 contract
Release of Claims. In exchange for the compensation, benefits and other consideration to be provided to Employee under the Employment you by this Agreement that Employee is you are not otherwise entitled to receive, Employee including but not limited to the opportunity to consult for the Company following the Separation Date, you hereby generally and completely releases XOMA release the Company and XOMA (US) LLCits current and former directors, and their past and present officers, employees, stockholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, ) from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring prior to or on the date Employee signs that you sign this Release Agreement (collectively, the “Released Claims”). The Released Claims include include, but are not limited to:
: (a) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company, or the termination of that employment;
; (b) all claims related to your compensation or benefits from XOMA, the Company including salary, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
the Company; (c) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
, including but not limited to claims arising under or related to your Employment Agreement; (d) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards ActAge Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal the Employee Retirement Income Security Act of 1974California Labor Code, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and (as amended). Notwithstanding the California Labor Codeforegoing, and all amendments to and regulations issued under each such statute;
the following are not included in the Released Claims (fthe “Excluded Claims”): (a) all any rights or claims for violation indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party, the charter, bylaws, or operating agreements of the federal Company, or under applicable law; (b) any state constitution;
rights that are not waivable as a matter of law; or (gc) all any claims arising out from the breach of this Agreement. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any other laws and regulations relating to employment claims you have or employment discrimination; and
(h) all claims for attorneys’ fees and costsmight have against any of the Released Parties that are not included in the Released Claims.
Appears in 1 contract
Samples: Separation and Consulting Agreement (Optimer Pharmaceuticals Inc)
Release of Claims. In exchange for the compensation, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receive, Employee hereby generally and completely releases XOMA and XOMA (US) LLC, and their past and present officers, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, any and all claims, duties, liabilities, obligations and causes of action, both known and unknown, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s employment with XOMA or the termination of that employment;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute; ;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees and costs.
Appears in 1 contract
Release of Claims. In exchange for consideration of the compensationpayments described in Section 1 above, benefits on behalf of himself and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receivehis heirs, family members, executors and assigns, Employee hereby generally fully and completely forever releases XOMA the Company and XOMA (US) LLC, and their past and present its officers, agents, directors, employees, investors, shareholdersstockholders, administrators, partners, attorneys, agents, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, corporations and assigns (collectively, the “Released Parties”)assigns, from, and agrees not to sue or otherwise institute any legal or administrative proceedings xxx concerning, any and all claimsclaim, dutiesduty, liabilitiesobligation or cause of action relating to any matters of any kind, obligations and causes of action, both whether presently known and or unknown, suspected or unsuspected, that arise out any of them may possess arising from any omissions, acts or are in any way related to eventsfacts that have occurred up until and including the Effective Date of this Agreement, acts, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include including but are not limited to:
(a) any and all claims relating to or arising out of or in any way related to from Employee’s employment relationship with XOMA or the Company and the termination of that employmentrelationship;
(b) all claims related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits interests in XOMA (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c) and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; breach of contract, wrongful termination both express and implied; breach of the implied a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion;
(dc) any claim under federal, state, or local law which provides civil remedies for any and all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all any federal, state and local statutory claimsor municipal statute, including claims for discriminationincluding, harassmentbut not limited to, retaliation, attorneys’ fees or other claims arising under Title VII of the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”)1967, the federal Americans with Disabilities Act of 1990, Federal Family Medical Leave Act, the federal Fair Labor Standards ActAct (as amended), the federal the Employee Retirement Income Security Act of 1974, the federal The Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Older Workers Benefit Protection Act and the California Labor Code, and all amendments to and regulations issued under each such statute; New York Law Against Discrimination;
(fd) any and all claims for violation of the federal federal, or any state constitution;
(ge) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
(f) any claims for breach of fiduciary duty or violations of applicable state corporate law; and
(hg) any and all claims for attorneys’ ' fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement.
Appears in 1 contract
Release of Claims. In exchange for the compensationBy your acceptance of this Agreement by your signature below, benefits you agree that except as otherwise set forth in this Agreement, you hereby release, acquit and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receiveforever discharge Intra-Cellular and its parents, Employee hereby generally affiliates and completely releases XOMA and XOMA (US) LLCsubsidiaries, and all their past and present respective officers, directors, agents, directorsservants, employees, investors, shareholders, administrators, partners, attorneys, agentsstockholders, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, successors and assigns (collectivelytogether, the “Released Parties”), from, ) of and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations and demands, causes of action, both costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct or omissions occurring prior to or on the date Employee signs this Release Agreement (collectively, the “Released Claims”). The Released Claims include but are not limited to:
(a) all claims arising out of or in any way related to Employee’s 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 XOMA Intra-Cellular or the termination of that employment;
(b) all ; claims or demands related to compensation or benefits from XOMA, including salary, bonuses, commissions, vacationstock, paid time offstock options, restricted stock units, performance restricted stock units, or any other ownership interests in Intra-Cellular, vacation pay, fringe benefits, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownershipform of compensation; claims pursuant to any federal, equity state or profits interests in XOMA local law, statute or cause of action including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964 (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; Section 1981 of U.S.C. Title 42; the Fair Credit Reporting Act (FCRA); the Worker Adjustment and Retraining Notification (WARN) Act; the Uniform Services Employment and Reemployment Rights Act (USERRA); the Genetic Information Nondiscrimination Act (XXXX); the Immigration Reform and Control Act (IRCA); the New York Executive Laws (including the New York State Human Rights Law); the New York State Paid Family Leave Benefits Law; the New York State Civil Rights Law; the New York Labor Law; the New York Worker Adjustment and Retraining Act (NY WARN); the New York Corrections Law; the New York City Administrative Code (including the New York City Human Rights Law); Maryland Fair Employment Practices Act; wage discrimination claims under Maryland Labor and Employment Code; as well as any claims under local statutes and ordinances that may be legally waived and released, including tort law; contract law (including, but not limited to any right to purchaseclaims under your Employment Agreement with the Company dated February 26, 2008); invasion of privacy; wrongful discharge; claims of discrimination or harassment based on sex, race, national origin, disability, or actual purchase, of shares of stock of XOMA);
(c) all claims for breach of contract, wrongful termination and on any other basis; retaliation; fraud; defamation; emotional distress; breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy;
(e) all federal, state and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees or other claims arising under the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the federal Americans with Disabilities Act of 1990, the federal Fair Labor Standards Act, the federal the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and the California Labor Code, and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(h) all claims for attorneys’ fees or costs; and/or claims for penalties. YOU UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. You acknowledge that there is a risk that, after signing this Agreement, you may learn information that might have affected your decision to enter into this Agreement. You assume this risk and costsall other risks of any mistake in entering into this Agreement. You agree that this Agreement is fairly and knowingly made. You expressly waive and relinquish all rights and benefits under any law of any jurisdiction, including but not limited to New York or Maryland, with respect to your release of any unknown or unsuspected claims you may have against the Released Parties.
Appears in 1 contract
Samples: Separation Agreement (Intra-Cellular Therapies, Inc.)
Release of Claims. In exchange for the compensationExcept as otherwise set forth in this Agreement, benefits and other consideration to be provided to Employee under the Employment Agreement that Employee is not otherwise entitled to receive, Employee Xxx hereby generally and completely releases XOMA the Company and XOMA (US) LLCits affiliates, and their past parents, subsidiaries, successors, predecessors and present affiliates, and their partners, members, directors, officers, employees, stockholders, shareholders, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, insurers, affiliatesaffiliates and assigns, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the collectively “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring at any time prior to or on and including the date Employee Xxx signs this Release Agreement (collectively, the “Released Claims”)Agreement. The Released Claims include release set forth in this section (“Release”) includes, but are is not limited to:
: (a) all claims arising out of or in any way related to Employee’s Xxx’x employment with XOMA the Company and its affiliates, or the their affiliates, or termination of that employment;
; (b) all claims related to Xxx’x compensation or benefits from XOMAbenefits, including salary, bonuses, commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA (including but not limited to any right to purchasethe Company and its affiliates, or actual purchase, of shares of stock of XOMA);
their affiliates; (c) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (ec) all federal, state state, provincial and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under the Federal fedr4eal Civil Rights Act of 1964, the federal Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967 1964 (the “ADEA”as amended), the federal Americans with Disabilities Act of 19901990 (as amended), the federal Fair Labor Standards ActAge Discrimination in Employment Act (as amended) (“ADEA”), the federal the Employee Retirement Income Security Act of 19741974 (as amended), the federal Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act and (as amended). Notwithstanding the foregoing, Xxx understands that the following rights or claims are not included in this Release: (a) any rights or claims for indemnification Xxx may have pursuant to any written indemnification agreement with the Company or its affiliate to which he is a party; the charter, bylaws, or operating agreements of the Company or its affiliate; or under applicable law; or (b) any rights which cannot be waived as a matter of law. In addition, Xxx understands that nothing in this Release prevents Xxx from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Labor CodeDepartment of Fair Employment and Housing, except that Xxx hereby waives his right to any monetary benefits in connection with any such claim, charge or proceeding. Xxx hereby represents and all amendments to and regulations issued under each such statute;
(f) all warrants that, other than the claims for violation of the federal or any state constitution;
(g) all claims arising out identified in this paragraph, Xxx is not aware of any other laws and regulations relating to employment claims he has or employment discrimination; and
(h) all claims for attorneys’ fees and costsmight have that are not included in the Release.
Appears in 1 contract
Samples: Separation Agreement (Zynga Inc)
Release of Claims. (a) In exchange for the compensationpayment of the amount in lieu of the 2017 performance bonus as set forth in Section 2, benefits the Severance Pay as set forth in Section 4 above and the accelerated vesting of the RSAs as set forth in Section 5 above, and other consideration to be provided to Employee under the Employment you by this Agreement that Employee is you are not otherwise entitled to receive, Employee to the fullest extent permitted by law, you hereby generally and completely releases XOMA release the Company and XOMA (US) LLCits current and former directors, and their past and present officers, employees, shareholders, partners, agents, directors, employees, investors, shareholders, administrators, partners, attorneys, agentspredecessors, successors, parent and subsidiary entities, insurers, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Released Parties”), from, and agrees not to sue or otherwise institute any legal or administrative proceedings concerning, from any and all claims, duties, liabilities, obligations liabilities and causes of actionobligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct conduct, or omissions occurring prior to or on the date Employee signs your signing this Release Agreement (collectivelyAgreement. This general release includes, the “Released Claims”). The Released Claims include but are is not limited to:
: (a1) all claims arising out of or in any way related to Employee’s your employment with XOMA the Company, or the termination of that employment;
; (b2) all claims related to your compensation or benefits from XOMAthe Company, including salary, bonusesbonuses (except as set forth in Sections 2 and 4 above), commissions, vacation, paid time offvacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity or profits ownership interests in XOMA the Company; (including but not limited to any right to purchase, or actual purchase, of shares of stock of XOMA);
(c3) all claims for breach of contract, wrongful termination termination, and breach of the implied covenant of good faith and fair dealing;
; (d4) all tort claims, including claims for fraud, defamation, emotional distress distress, and discharge in violation of public policy;
; and (e5) all federal, state state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees fees, or other claims arising under Title VII of the Federal Civil Rights Act of 1964, the federal Civil Rights Act of 1991California Fair Employment and Housing Act, the federal Age Discrimination in Employment Act of 1967 (the “ADEA”)1967, the federal Americans with Disabilities Act of 1990Act, the federal Fair Labor Standards Act, the federal National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the federal Worker Workers Adjustment and Retraining Notification Act, Act the California Fair Employment and Housing Act and the California Labor Code, (as amended) and all amendments to and regulations issued under each such statute;
(f) all claims for violation of the federal or any state constitution;
(g) all claims arising out of any other laws and regulations relating to employment or employment discrimination; andemployment.
(hb) 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 services for the Company, known or unknown which the Company has, claims to have, ever had, or ever claimed to have had against you through the date upon which you execute this Agreement. This general release of claims includes, without implication of limitation, all claims for attorneys’ fees and costsrelated to your services or termination as a director, officer, employee, agent, or fiduciary of the Company or your activities on behalf of the Company in any such capacity; provided however, that this general release of claims excludes any acts or omissions that would be excluded from exculpation under Section 102(b)(7)(ii) of the Delaware General Corporation Law.
Appears in 1 contract
