Release of Known and Unknown Claims. In exchange for the agreements contained in this Agreement and the additional vesting of equity awards as specified in [the applicable Section(s)] of the Employment Agreement, Executive agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as the Company’s and any affiliated, related, parent and subsidiary corporation’s respective attorneys, agents, representatives, partners, joint venturers, successors, assigns, insurers, owners, employees, officers, and directors, past and present (hereinafter the “Releasees”) from any and all claims, actions, causes of action, demands, rights, or damages of any kind or nature which he may now have, or ever have, whether known or unknown, including any claims, causes of action or demands of any nature arising out of or in any way relating to Executive’s employment with, or separation from the Company on or before the date of the execution of this Agreement. This release specifically includes, but is not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; assault and battery (sexual or otherwise); 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; retaliation, discrimination or harassment on the basis of age, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, the California Family Rights Act, the Family and Medical Leave Act, or Section 1981 of Title 42 of the United States Code; violation of COBRA; violation of any safety and health laws, statutes or regulations; violation of ERISA; violation of the Internal Revenue Code; or any other wrongful conduct, based upon events occurring prior to the date of execution of this Agreement. Executive further agrees knowingly to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: 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. This release of claims does not include any claim which cannot be waived by private agreement. Nothing in this release of claims shall be construed as prohibiting Executive from making a future claim with the Equal Employment Opportunity Commission or any similar state agency including, but not limited to the California Department of Fair Employment and Housing, or from cooperating with such agency in any investigation or proceeding; provided, however, that should Executive pursue such an administrative action against the Releasees, or any of them, Executive agrees and acknowledges that, to the extent permitted by applicable law, he will not seek, nor shall he be entitled to recover, any monetary damages from any such proceeding. In addition, this Agreement does not apply to any claims for unemployment compensation benefits, workers compensation benefits, health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA), claims for payment of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement), claims for payment of Severance Pay in accordance with this release and [the applicable Section(s)] of the Employment Agreement, claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act (ERISA) or claims for indemnification as described in Section H.5 of the Employment Agreement, which is incorporated herein as though set forth in full.
Appears in 2 contracts
Samples: Employment Agreement (CVB Financial Corp), Employment Agreement (CVB Financial Corp)
Release of Known and Unknown Claims. In exchange for the agreements contained in this Agreement and the additional vesting of equity awards as specified in [the applicable Section(s)] of the Employment Agreement, Executive agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as the Company’s and any affiliated, related, parent and subsidiary corporation’s respective attorneys, agents, representatives, partners, joint venturers, successors, assigns, insurers, owners, employees, officers, and directors, past and present (hereinafter the “Releasees”) from any and all claims, actions, causes of action, demands, rights, or damages of any kind or nature which he may now have, or ever have, whether known or unknown, including any claims, causes of action or demands of any nature arising out of or in any way relating to Executive’s employment with, or separation from the Company on or before the date of the execution of this Agreement. This release specifically includes, but is not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; assault and battery (sexual or otherwise); 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; retaliation, discrimination or harassment on the basis of age, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, the California Family Rights Act, the Family and Medical Leave Act, or Section 1981 of Title 42 of the United States Code; violation of COBRA; violation of any safety and health laws, statutes or regulations; violation of ERISA; violation of the Internal Revenue Code; or any other wrongful conduct, based upon events occurring prior to the date of execution of this Agreement. Executive further agrees knowingly to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: 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. This release of claims does not include any claim which cannot be waived by private agreement. Nothing in this release of claims shall be construed as prohibiting Executive from making a future claim with any government agency, including but not limited to the Equal Employment Opportunity Commission or any similar state agency including, but not limited to and the California Department of Fair Employment and HousingCivil Right Department, or from cooperating with any such agency in any investigation or proceeding; provided, however, that should Executive pursue such an administrative action against the Releasees, or any of them, Executive agrees and acknowledges that, to notify such government agency that he has signed a full release of claims in favor of the extent permitted by applicable law, he will not seek, nor shall he be entitled to recover, any monetary damages from any such proceedingReleasees. In addition, this Agreement release does not apply to any claims for unemployment compensation benefits, workers compensation benefits, health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA), claims for payment of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement), claims for payment of Severance Pay in accordance with this release and [the applicable Section(s)] of the Employment Agreement, claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act (ERISA) or claims for indemnification as described in Section H.5 of the Employment Agreement, which is incorporated herein as though set forth in full.
Appears in 2 contracts
Samples: Employment Agreement (CVB Financial Corp), Employment Agreement (CVB Financial Corp)
Release of Known and Unknown Claims. In exchange for (a) It is understood and agreed by the agreements parties to this Agreement that in consideration of the mutual promises and covenants contained in this Agreement and the additional vesting of equity awards as specified in [the applicable Section(s)] of the Employment Agreement, and after consultation with counsel, the Executive agrees irrevocably and unconditionally releases and forever to release and discharge the Company and discharges the Company’s affiliated, relatedits parent, parent subsidiary and subsidiary corporationsaffiliated companies, as well as the Company’s and any affiliatedall of their past and present officers, related, parent and subsidiary corporation’s respective attorneys, agents, representatives, partners, joint venturers, successors, assigns, insurers, ownersdirectors, employees, officersagents and assigns (collectively, and directors, past and present (hereinafter the “ReleaseesReleased Parties”) ), from any and all causes of action, claims, actions, causes of actionrights, judgments, obligations, damages, demands, rightsaccountings or liabilities of whatever kind or character, which the Executive may have against the Company or any of the Released Parties, or damages any of any kind them, by reason of or nature which he may now havearising out of, touching upon or concerning the Executive’s employment, separation of his employment and reapplication for employment with the Company, or ever haveany statutory claims, or any and all other matters of whatever kind, nature or description, whether known or unknown, including any claims, causes of action or demands of any nature arising out of or in any way relating occurring prior to Executive’s employment with, or separation from the Company on or before the date of the execution of this Agreement. This The Executive acknowledges that this release of claims specifically includes, but is not limited to, any and all claims for fraud; breach of contract; breach of the implied covenant of good faith and fair dealing; inducement of breach; interference with contractcontractual rights; wrongful or unlawful discharge or demotion; violation of public policy; sexual assault and battery (sexual or otherwise)battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure defamation; unlawful effort to pay wages, benefits, vacation pay, severance pay, attorneys’ fees, or other compensation of any sortprevent employment; retaliation, discrimination or harassment on the basis of age, race, color, sex, gender, national origin, ancestry, religionreligious creed, physical or mental disability, handicap, medical condition, marital status, sexual orientation orientation, genetic information or characteristics, or any other basis protected categoryby applicable law; any claim under under: Title VII of the Civil Rights Act of 1964, as amended, 1964 (“Title VII”); the Americans with With Disabilities Act, Act of 1990 (“ADA”); the Age Discrimination in Employment Act of 1967 (“ADEA”); the Employee Retirement Income Security Act of 1974 (“ERISA”); the Equal Pay Act of 1963 (“EPA”); the Fair Labor Standards Act (“FLSA”); the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the Worker Adjustment and Retraining Notification Act (“WARN”); the Occupational Safety and Health Act (“OSHA”); the Xxxxx Xxxxxxxxx Fair Pay Act of 2009 (“Fair Pay Act, the Older Workers Benefit Protection Act, ”); the California Fair Employment and Housing Act, Act (“FEHA”); the California Labor Code; and CalOSHA, the California Family Rights Act, the Family and Medical Leave Act, or Section 1981 of Title 42 of the United States Code; violation of COBRA; violation of any safety and health laws, statutes or regulations; violation of ERISA; violation of the Internal Revenue Code; or any other wrongful conduct, based upon events occurring prior to the date of execution of that this AgreementAgreement is executed by the Executive. Executive further agrees knowingly Notwithstanding anything to waive the provisions and protections of Section 1542 contrary herein, this Agreement shall not release the Executive’s right, if any, to claims he may have for: (i) indemnification pursuant to the bylaws of the California Civil CodeCompany or insurance policies of the Company, which reads: 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 THATfor any claims arising out of the Executive’s conduct as an employee or officer of the Company during his employment, IF KNOWN BY HIM OR HER(ii) unemployment, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. This release of claims does not include any claim which cannot be waived by private agreement. Nothing in this release of claims shall be construed as prohibiting Executive from making a future claim with the Equal Employment Opportunity Commission or any similar state agency including, but not limited disability and/or paid family leave insurance benefits pursuant to the California Department terms of Fair Employment applicable state law, (iii) continuation of existing participation in Company-sponsored group health benefit plans under COBRA and/or an applicable state counterpart law, (iv) any benefit entitlements that are vested as of the Executive’s termination date pursuant to the terms of a Company-sponsored benefit plan governed by ERISA, (v) stock and/or vested option shares pursuant to the written terms and Housingconditions of the Executive’s existing stock option grants and agreements, existing as of his termination date, (vi) violation of any federal, state or from cooperating with such agency in any investigation local statutory and/or public policy right or proceeding; provided, however, that should Executive pursue such an administrative action against the Releasees, or any of them, Executive agrees and acknowledges entitlement that, to the extent permitted by applicable law, is not waivable, and (vii) any wrongful act or omission occurring after the date the Executive signs this Agreement.
(b) The Executive represents and warrants that he will has not seekassigned or subrogated any of his rights, nor shall he be entitled to recoverclaims or causes of action, any monetary damages from any such proceeding. In addition, this Agreement does not apply to including any claims for unemployment compensation benefitsreferenced in this Agreement, workers compensation benefitsor authorized any other person or entity to assert such claims on his behalf, health insurance benefits under and he agrees to indemnify and hold harmless the Consolidated Omnibus Budget Reconciliation Act (COBRA)Company and each of the Released Parties against any assignment of said rights, claims for payment and/or causes of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement), claims for payment of Severance Pay in accordance with this release and [the applicable Section(s)] of the Employment Agreement, claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act (ERISA) or claims for indemnification as described in Section H.5 of the Employment Agreement, which is incorporated herein as though set forth in fullaction.
Appears in 2 contracts
Samples: Employment Agreement (Sangamo Biosciences Inc), Employment Agreement (Sangamo Biosciences Inc)
Release of Known and Unknown Claims. In exchange for (a) It is understood and agreed by the agreements parties to this Agreement that in consideration of the mutual promises and covenants contained in this Agreement and the additional vesting of equity awards as specified in [the applicable Section(s)] of the Employment Agreement, Executive agrees and after consultation with counsel, Xxxxx irrevocably and unconditionally releases and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as the Company’s and any affiliated, related, parent and subsidiary corporation’s respective attorneys, agents, representatives, partners, joint venturers, successors, assigns, insurers, owners, employees, officers, and directors, past and present discharges VeriSign from (hereinafter the “Releasees”i) from any and all causes of action, claims, actions, causes of actionrights, judgments, obligations, damages, demands, rights, accountings or damages liabilities of any whatever kind or character, which Xxxxx may have against VeriSign, by reason of or arising out of, touching upon or concerning Xxxxx’ employment or separation of his employment with VeriSign, (ii) any statutory claims, and (iii) any and all other matters of whatever kind, nature which he may now have, or ever havedescription, whether known or unknown, including any claims, causes of action or demands of any nature arising out of or in any way relating occurring prior to Executive’s employment with, or separation from the Company on or before the date of the execution of this Agreement. This Xxxxx acknowledges that this release of claims specifically includes, but is not limited to, any and all claims he may have, or may believe he has, for fraud; breach of contract; breach of the implied covenant of good faith and fair dealing; inducement of breach; interference with contractcontractual rights; wrongful or unlawful discharge or demotion; retaliation, violation of public policy; assault and battery (sexual or otherwise); 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; retaliation, defamation; unlawful effort to prevent employment; discrimination or harassment on the basis of age, race, color, sex, gendergender identity, sexual orientation, national origin, ancestry, religion, disability, handicap, medical condition, genetic characteristic or marital status, sexual orientation or any other protected category; any claim under under: Title VII of the Civil Rights Act of 1964VII, as amendedADA, the Americans with Disabilities ActFMLA, the Age Discrimination in Employment ActCFRA, the Older Workers Benefit Protection ActFEHA, the California Fair Employment and Housing ActCOBRA, OSHA or Cal-OSHA, ERISA, IRC, Business & Professions Code sections 17200, et seq., or the California Labor Code, the California Family Rights Act, the Family and Medical Leave Act, or Section 1981 of Title 42 of the United States Code; violation of COBRA; violation of any safety and health laws, statutes or regulations; violation of ERISA; violation of the Internal Revenue Code; Code or any other wrongful conduct, based upon events occurring prior to the date that this Agreement is executed by Xxxxx. Xxxxx’x release and waiver of execution the right to bring claims under the ADEA or OWBPA shall be covered by a separate and stand alone agreement.
(b) Xxxxx represents and warrants that he has not assigned or subrogated any of his rights, claims or causes of action, including any rights, claims or causes of action referenced in this Agreement. Executive further agrees knowingly to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: 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. This release of claims does not include any claim which cannot be waived by private agreement. Nothing in this release of claims shall be construed as prohibiting Executive from making a future claim with the Equal Employment Opportunity Commission or any similar state agency including, but not limited to the California Department of Fair Employment and Housing, or from cooperating with authorized any other person or entity to assert such agency in claims on his behalf, and he agrees to indemnify and hold harmless VeriSign against any investigation or proceeding; provided, however, that should Executive pursue such an administrative action against the Releasees, or any assignment of them, Executive agrees and acknowledges that, to the extent permitted by applicable law, he will not seek, nor shall he be entitled to recover, any monetary damages from any such proceeding. In addition, this Agreement does not apply to any claims for unemployment compensation benefits, workers compensation benefits, health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA)said rights, claims for payment and/or causes of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement), claims for payment of Severance Pay in accordance with this release and [the applicable Section(s)] of the Employment Agreement, claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act (ERISA) or claims for indemnification as described in Section H.5 of the Employment Agreement, which is incorporated herein as though set forth in fullaction.
Appears in 1 contract
Release of Known and Unknown Claims. In exchange for consideration of the agreements contained in this Agreement benefits being provided to Executive as stated above and the additional vesting releases contained herein, the adequacy of equity awards as specified in [which is hereby acknowledged, Executive, on behalf of himself, his heirs, administrators, executors, personal representatives, predecessors, successors and assigns, hereby forever releases and discharges the applicable Section(s)] of the Employment Agreement, Executive agrees unconditionally and forever to release and discharge Released Parties (which term “Released Parties” includes the Company and the Company’s affiliatedand, relatedas applicable, parent and subsidiary corporationsits affiliates, parents, subsidiaries as well as the Company’s its and any affiliatedtheir current and former directors, relatedofficers, parent shareholders, members, partners (both general and subsidiary corporation’s respective attorneyslimited), agentsemployees, representatives, partnersattorneys, joint venturersinsurers, reinsurers and agents, and the heirs, administrators, executors, successors, assigns, insurers, owners, employees, officers, and directors, past assigns of each of the foregoing) of and present (hereinafter the “Releasees”) from any and all claims, actions, causes of action, actions, demands, liabilities, rights, judgments, obligations, accountings, suits or damages of any kind type or nature which he may now have, or ever havekind, whether known or unknown, including which Executive ever had, now has, or hereafter can or may have against any claims, causes of action or demands the Released Parties by reason of any nature arising out of (in whole or in part) any way relating to Executive’s employment with, or separation from the Company on or before matter occurring through the date of the execution of Executive signs this AgreementRelease, whether arising in common law or statutory, legal or equitable, in contract or tort. This release specifically includes, includes but is not limited toto claims of employment discrimination, any claims for fraud; breach either as a result of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; assault and battery (sexual Executive’s employment and/or termination therefrom or otherwise), arising under any federal or state statute, including without limitation: the Civil Rights Act of 1866; 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; retaliation, discrimination or harassment on the basis of age, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under Title VII of the Civil Rights Act of 1964, as amended, ; the Family and Medical Leave Act; the Americans with Disabilities ActAct of 1990, as amended; the Employment Retirement Income Security Act of 1974, as amended (except as to claims for accrued and vested benefits, if any); the Age Discrimination in Employment ActAct of 1967 (“ADEA”), as amended by the Older Workers Benefit Protection Act, Act (“OWBPA”); the Worker Adjustment Retraining and Notification Act and similar state and local laws; the National Labor Relations Act (“NLRA”); the California Fair Employment and Housing Act, the California Labor CodeCode and Industrial Welfare Commission Wage Orders, the California Family Rights Act; any claim for advance notice of termination; any amendments to the foregoing; any other claims of wrongful discharge, the Family and Medical Leave Act, or Section 1981 of Title 42 of the United States Code; violation of COBRApublic policy, discrimination on any basis, including without limitation, any claim of discrimination based on race, color, national origin, religion, sex, age or handicap, harassment and/or retaliation; claims of breach of contract, an implied covenant of good faith and fair dealing, promissory estoppel, and/or unjust enrichment; claims of fraud, negligent misrepresentation, intentional or negligent infliction of emotional distress, serious and willful misconduct, defamation, slander, libel, unfair business practices, interference with contract or prospective economic advantage, negligence, assault, battery, and/or violation of any safety and health lawsprivacy; claims for unpaid compensation, statutes or regulations; violation of ERISA; violation of the Internal Revenue Code; including wages, bonuses, commission, vacation, benefits or any other wrongful conductcompensation of any kind; claims for damages of any kind and nature, based upon events occurring prior to the date of execution of this Agreementincluding compensatory, general, special or punitive; and/or claims for attorneys’ fees and/or costs. Executive further acknowledges that this Release extends also to claims that he does not know or suspect to exist in his favor at the time of executing this Release, which if known by him might have materially affected his decision to execute this Release. Executive knowingly and voluntarily waives and relinquishes all rights and benefits that he has or may have under applicable law with respect to such claims. Further, Executive agrees knowingly that this release extends to waive all possible claims and constitutes a waiver by Executive of each and all of the provisions and protections benefits of Section 1542 of the California Civil CodeCode Section 1542, which readsreads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HIS/HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATRELEASE, WHICH IF KNOWN BY HIM OR HIM/HER, WOULD MUST HAVE MATERIALLY AFFECTED HIS OR HIS/HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDEBTOR. This Executive acknowledges that he is aware that he may hereafter discover facts different from or in addition to those that he now knows or believes to be true with respect to the matters released in this Agreement, and agrees that the release given by Executive in this Agreement is and shall remain in effect as a full and complete release of claims does not include any claim which cannot be waived by private agreement. Nothing in this release of claims shall be construed as prohibiting Executive from making a future claim with the Equal Employment Opportunity Commission or any similar state agency includingthose claims, but not limited to the California Department of Fair Employment and Housing, or from cooperating with such agency in any investigation or proceeding; provided, however, that should Executive pursue such an administrative action against the Releasees, or any of them, Executive agrees and acknowledges that, to the extent permitted by applicable law, he will not seek, nor shall he be entitled to recover, any monetary damages from notwithstanding any such proceeding. In addition, this Agreement does not apply to any claims for unemployment compensation benefits, workers compensation benefits, health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA), claims for payment of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement), claims for payment of Severance Pay in accordance with this release and [the applicable Section(s)] of the Employment Agreement, claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act (ERISA) different or claims for indemnification as described in Section H.5 of the Employment Agreement, which is incorporated herein as though set forth in fulladditional facts.
Appears in 1 contract
Samples: Executive Separation and Release Agreement (Fox Factory Holding Corp)
Release of Known and Unknown Claims. In exchange for consideration of the payments outlined above and the further agreements contained set forth below, and excepting only the obligations created in this Agreement and the additional vesting of equity awards as specified in [the applicable Section(s)] of the Employment letter Agreement, Executive Xx. Xxxxxxxxxxxxx hereby agrees unconditionally and forever to release and discharge the Company United Pan Am Financial Corporation, United Auto Credit Corporation, their respective current and the Company’s affiliatedformer officers, relateddirectors, parent shareholders, employees, representatives, attorneys and subsidiary corporationsagents, as well as the Company’s and any affiliatedtheir predecessors, relatedparents, parent and subsidiary corporation’s respective attorneyssubsidiaries, agentsaffiliates, representatives, partners, joint venturers, successors, assigns, insurers, owners, employees, officersdivisions, and directorssuccessors in interest, past of and present (hereinafter the “Releasees”) from any and all claims, actions, causes of action, demands, rightsliabilities, suits or damages of any kind type or nature which he may now have, or ever havekind, whether known or unknown, including including, but not limited to, any claims, causes of action claims or demands of any nature arising out of from or in any way relating related to Executive’s Xx. Xxxxxxxxxxxxx’x employment with, with or separation from the Company on or before the date of the execution of this Agreement. Xx. Xxxxxxxxxxxxx also hereby releases the Company from any claims made to recover additional taxes paid under Internal Revenue Code Section 409A. This release specifically includes, but is not limited towithout limitation, any all claims for fraud; wrongful discharge, breach of express or implied contract; , defamation, fraud, misrepresentation, discrimination, harassment, breach of implied covenant of good faith and fair dealing; inducement , compensatory and/or other relief relating or in any way connected with the terms, conditions, and benefits of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; assault and battery (sexual or otherwise); 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; retaliationemployment, discrimination or harassment based on the basis of age, race, color, sex, genderreligion, national origin, ancestry, religion, disability, handicap, medical conditionage, marital status, sexual orientation or any other protected category; any claim handicap and medical condition, and/or all claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act42 U.S.C. § 2000e et seq., the Age Discrimination in Employment Act, Act of 1967 as amended by the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, the California Family Rights Act, the Family and Medical Leave Act, or Section 1981 of Title 42 of the United States Code; violation of COBRA; violation of any safety and health laws, statutes or regulations; violation of ERISA; violation of the Internal Revenue Code; or any other wrongful conduct, based upon events occurring prior to the date of execution of this Agreement. Executive further agrees knowingly to waive the provisions and protections of Section 1542 of the California Civil CodeFamily Rights Act, which reads: 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 THATCOBRA, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. This release of claims does not include any claim which cannot be waived by private agreement. Nothing in this release of claims shall be construed as prohibiting Executive from making a future claim with the Equal Employment Opportunity Commission or any similar state agency including, but not limited to the California Department of Fair Employment and Housing, or from cooperating with such agency in any investigation or proceeding; provided, however, that should Executive pursue such an administrative action against the Releasees, or any of them, Executive agrees and acknowledges that, to the extent permitted by applicable law, he will not seek, nor shall he be entitled to recover, any monetary damages from any such proceeding. In addition, this Agreement does not apply to any claims for unemployment compensation benefits, workers compensation benefits, health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA), claims for payment of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement), claims for payment of Severance Pay in accordance with this release and [the applicable Section(s)] of the Employment Agreement, claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act of 1974 (“ERISA) ”), and/or violations of any other statutes, rules, regulations or ordinances whether federal, state or local. It is understood and agreed that this release extends to all claims for indemnification as described in of whatever nature, known or unknown, and includes all rights under Section H.5 1542 of the Employment AgreementCivil Code of California, which is incorporated herein provides as though set forth in full.follows:
Appears in 1 contract
Samples: Severance Package and Release Agreement (United Pan Am Financial Corp)
Release of Known and Unknown Claims. In exchange for (a) It is understood and agreed by the agreements parties to this Agreement that in consideration of the mutual promises and covenants contained in this Agreement and the additional vesting of equity awards as specified in [the applicable Section(s)] of the Employment Agreement, Executive agrees and after consultation with counsel, the Employee irrevocably and unconditionally releases and forever to release and discharge the Company and discharges the Company’s affiliated, relatedits parent, parent subsidiary and subsidiary corporationsaffiliated companies, as well as the Company’s and any affiliatedall of their past and present officers, related, parent and subsidiary corporation’s respective attorneys, agents, representatives, partners, joint venturers, successors, assigns, insurers, ownersdirectors, employees, officersagents and assigns (collectively, and directors, past and present (hereinafter the “ReleaseesReleased Parties”) ), from any and all causes of action, claims, actions, causes of actionrights, judgments, obligations, damages, demands, rightsaccountings or liabilities of whatever kind or character, which the Employee may have against the Company or any of the Released Parties, or damages any of any kind them, by reason of or nature which he may now havearising out of, touching upon or concerning the Employee’s employment, separation of his employment and reapplication for employment with the Company, or ever haveany statutory claims, or any and all other matters of whatever kind, nature or description, whether known or unknown, including any claims, causes of action or demands of any nature arising out of or in any way relating occurring prior to Executive’s employment with, or separation from the Company on or before the date of the execution of this Agreement. This The Employee acknowledges that this release of claims specifically includes, but is not limited to, any and all claims for fraud; breach of contract; breach of the implied covenant of good faith and fair dealing; inducement of breach; interference with contractcontractual rights; wrongful or unlawful discharge or demotion; violation of public policy; sexual assault and battery (sexual or otherwise)battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure defamation; unlawful effort to pay wages, benefits, vacation pay, severance pay, attorneys’ fees, or other compensation of any sortprevent employment; retaliation, discrimination or harassment on the basis of age, race, color, sex, gender, national origin, ancestry, religionreligious creed, physical or mental disability, handicap, medical condition, marital status, sexual orientation orientation, genetic information or characteristics, or any other basis protected categoryby applicable law; any claim under under: Title VII of the Civil Rights Act of 1964, as amended, 1964 (“Title VII”); the Americans with With Disabilities Act, Act of 1990 (“ADA”); the Age Discrimination in Employment Act of 1967 (“ADEA”); the Employee Retirement Income Security Act of 1974 (“ERISA”); the Equal Pay Act of 1963 (“EPA”); the Fair Labor Standards Act (“FLSA”); the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the Worker Adjustment and Retraining Notification Act (“WARN”); the Occupational Safety and Health Act (“OSHA”); the Xxxxx Xxxxxxxxx Fair Pay Act of 2009 (“Fair Pay Act, the Older Workers Benefit Protection Act, ”); the California Fair Employment and Housing Act, Act (“FEHA”); the California Labor Code; and CalOSHA, the California Family Rights Act, the Family and Medical Leave Act, or Section 1981 of Title 42 of the United States Code; violation of COBRA; violation of any safety and health laws, statutes or regulations; violation of ERISA; violation of the Internal Revenue Code; or any other wrongful conduct, based upon events occurring prior to the date of execution of that this Agreement is executed by the Employee. Notwithstanding anything to the contrary herein, this Agreement shall not release the Employee’s right, if any, to claims he may have for: (i) indemnification pursuant to the Indemnification Agreement. Executive further agrees knowingly to waive , dated [ ], between Employee and the provisions and protections of Section 1542 Company, the bylaws of the California Civil CodeCompany or insurance policies of the Company, which reads: 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 THATfor any claims arising out of the Employee’s conduct as an employee or officer of the Company during his employment, IF KNOWN BY HIM OR HER(ii) unemployment, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. This release of claims does not include any claim which cannot be waived by private agreement. Nothing in this release of claims shall be construed as prohibiting Executive from making a future claim with the Equal Employment Opportunity Commission or any similar state agency including, but not limited disability and/or paid family leave insurance benefits pursuant to the California Department terms of Fair Employment applicable state law, (iii) continuation of existing participation in Company-sponsored group health benefit plans under COBRA and/or an applicable state counterpart law, (iv) any benefit entitlements that are vested as of the Employee’s termination date pursuant to the terms of a Company-sponsored benefit plan governed by ERISA, (v) stock and/or vested option shares pursuant to the written terms and Housingconditions of the Employee’s existing stock option grants and agreements, existing as of his termination date, (vi) violation of any federal, state or from cooperating with such agency in any investigation local statutory and/or public policy right or proceeding; provided, however, that should Executive pursue such an administrative action against the Releasees, or any of them, Executive agrees and acknowledges entitlement that, to the extent permitted by applicable law, is not waivable, and (vii) any wrongful act or omission occurring after the date the Employee signs this Agreement.
(b) The Employee represents and warrants that he will has not seekassigned or subrogated any of his rights, nor shall he be entitled to recoverclaims or causes of action, any monetary damages from any such proceeding. In addition, this Agreement does not apply to including any claims for unemployment compensation benefitsreferenced in this Agreement, workers compensation benefitsor authorized any other person or entity to assert such claims on his behalf, health insurance benefits under and he agrees to indemnify and hold harmless the Consolidated Omnibus Budget Reconciliation Act (COBRA)Company and each of the Released Parties against any assignment of said rights, claims for payment and/or causes of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement), claims for payment of Severance Pay in accordance with this release and [the applicable Section(s)] of the Employment Agreement, claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act (ERISA) or claims for indemnification as described in Section H.5 of the Employment Agreement, which is incorporated herein as though set forth in fullaction.
Appears in 1 contract
Release of Known and Unknown Claims. In exchange for consideration of the agreements contained in this Agreement benefits being provided to Executive as stated above and the additional vesting releases contained herein, the adequacy of equity awards as specified in [the applicable Section(s)] which is hereby acknowledged, Executive, on behalf of the Employment Agreementhimself/herself, Executive agrees unconditionally his/her heirs, administrators, executors, personal representatives, predecessors, successors and assigns, hereby forever to release releases and discharge the Company and discharges the Company’s affiliated, relatedand its Released Parties (which term “Released Parties” includes, parent and subsidiary corporationsas applicable, affiliates, parents, subsidiaries as well as the Company’s its and any affiliatedtheir current and former directors, relatedofficers, parent shareholders, members, partners (both general and subsidiary corporation’s respective attorneyslimited), agentsemployees, representatives, partnersattorneys, joint venturersinsurers, reinsurers and agents, and the heirs, administrators, executors, successors, assignsand assigns of each of the foregoing), insurers, owners, employees, officers, of and directors, past and present (hereinafter the “Releasees”) from any and all claims, actions, causes of action, actions, demands, liabilities, rights, judgments, obligations, accountings, suits or damages of any kind type or nature which he may now have, or ever havekind, whether known or unknown, including which Executive ever had, now has, or hereafter can or may have against the Company or any claims, causes of action or demands the Released Parties by reason of any nature arising out of (in whole or in part) any way relating to Executive’s employment with, or separation from the Company on or before matter occurring through the date of the execution of Executive signs this AgreementRelease, whether arising in common law or statutory, legal or equitable, in contract or tort. This release specifically includes, includes but is not limited toto claims of employment discrimination, any claims for fraud; breach either as a result of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; assault and battery (sexual Executive’s employment and/or termination therefrom or otherwise), arising under any federal or state statute, including without limitation: the Civil Rights Act of 1866; 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; retaliation, discrimination or harassment on the basis of age, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, the California Family Rights Act, ; the Family and Medical Leave Act; the Americans with Disabilities Act of 1990, or Section 1981 of Title 42 of the United States Codeas amended; violation of COBRA; violation of any safety and health laws, statutes or regulations; violation of ERISA; violation of the Internal Revenue Code; or any other wrongful conduct, based upon events occurring prior to the date of execution of this Agreement. Executive further agrees knowingly to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: 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. This release of claims does not include any claim which cannot be waived by private agreement. Nothing in this release of claims shall be construed as prohibiting Executive from making a future claim with the Equal Employment Opportunity Commission or any similar state agency including, but not limited to the California Department of Fair Employment and Housing, or from cooperating with such agency in any investigation or proceeding; provided, however, that should Executive pursue such an administrative action against the Releasees, or any of them, Executive agrees and acknowledges that, to the extent permitted by applicable law, he will not seek, nor shall he be entitled to recover, any monetary damages from any such proceeding. In addition, this Agreement does not apply to any claims for unemployment compensation benefits, workers compensation benefits, health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA), claims for payment of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement), claims for payment of Severance Pay in accordance with this release and [the applicable Section(s)] of the Employment Agreement, claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act of 1974, as amended (ERISA) or except as to claims for indemnification accrued and vested benefits, if any); the Age Discrimination in Employment Act of 1967 (“ADEA”), as described amended by the Older Workers Benefit Protection Act (“OWBPA”); the Worker Adjustment Retraining and Notification Act and similar state and local laws; the National Labor Relations Act (“NLRA”); any amendments to the foregoing; any other claims of wrongful discharge, violation of public policy, discrimination on any basis, including without limitation, any claim of discrimination based on race, color, national origin, religion, sex, age or handicap, harassment and/or retaliation; claims of breach of contract, an implied covenant of good faith and fair dealing, promissory estoppel, and/or unjust enrichment; claims of fraud, negligent misrepresentation, intentional or negligent infliction of emotional distress, serious and willful misconduct, defamation, slander, libel, unfair business practices, interference with contract or prospective economic advantage, negligence, assault, battery, and/or violation of privacy; claims for unpaid compensation, including wages, bonuses, commission, vacation, benefits or any compensation of any kind; claims for damages of any kind and nature, including compensatory, general, special or punitive; and/or claims for attorneys’ fees and/or costs. Executive acknowledges that this Release extends also to claims that he/she does not know or suspect to exist in Section H.5 his/her favor at the time of the Employment Agreementexecuting this Release, which is incorporated herein as though set forth in fullif known by him/her might have materially affected his/her decision to execute this Release. Executive knowingly and voluntarily waives and relinquishes all rights and benefits that he/she has or may have under applicable law with respect to such claims.
Appears in 1 contract
Samples: Executive Separation and Release Agreement (Fox Factory Holding Corp)
Release of Known and Unknown Claims. In exchange for the agreements contained in this Agreement Paragraph 1 above, and the additional vesting of equity awards as specified in [the applicable Section(s)] consideration of the Employment Agreementfurther agreements set forth below, Executive The Director agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporationsBank, as well as the Company’s and any affiliateddefined above, related, parent and subsidiary corporation’s respective attorneys, agents, representatives, partners, joint venturers, successors, assigns, insurers, owners, employees, officers, and directors, past and present (hereinafter the “Releasees”) from any and all claims, actions, causes of action, demands, rights, or damages of any kind or nature which he may now have, or ever have, whether known or unknown, including any claims, causes of action or demands of any nature arising out of or in any way relating to Executive’s employment with, or his relationship with and/or separation from the Company Bank on or before the date of the execution of this Agreement. This release specifically Release includes, but is not limited toto all claims, actions or causes of action that were or could have been asserted during the negotiations over this Agreement, any claims claims, actions or causes of action that were or could have been asserted before any administrative agency or in court, as well as any claims, actions, or causes of action for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; assault and battery (sexual or otherwise); 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; retaliationdefamation, discrimination or harassment on the basis of agein any form, raceretaliation, colorany claims under any federal, sexstate, genderlocal or other governmental statute or ordinance, national originincluding, ancestrywithout limitation, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under Title VII of the Civil Rights Act of 1964, as amendedthe Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Age Discrimination in Employment Act of 1967, the Family and Medical Leave Act of 1993, the California Fair Employment and Housing Act, the California Labor Codeand any and all other federal, the California Family Rights Actstate or local statutes, the Family and Medical Leave Actrules, or Section 1981 of Title 42 of the United States Code; violation of COBRA; violation of any safety and health lawsordinances, statutes or regulations; violation any and all claims for alleged wrongful discharge, retaliation, negligent or intentional infliction of ERISAemotional distress, and breach of contract; violation any and all claims for compensation, bonuses, commissions, lost wages, stock or stock options, or unused accrued vacation or sick pay; any and all claims for severance or similar benefits or to post-employment health or group insurance benefits; any and all claims for attorneys’ fees, costs or indemnification; and any and all other claims resulting from any alleged unlawful behavior or conduct by any Hanmi Releasee, the existence of which is specifically denied by the Internal Revenue Code; or any other wrongful conduct, based upon events occurring prior to the date of execution of this AgreementHanmi Releasees. Executive The Director further agrees knowingly to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH 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 THATRELEASE, WHICH, IF KNOWN BY HIM OR HERHIM, WOULD MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDEBTOR. This release The Director further agrees to waive the provisions and protections of claims does not include any claim which cannot be waived by private agreement. Nothing in this release state or federal statute that affords similar protections as that of claims shall be construed as prohibiting Executive from making a future claim with the Equal Employment Opportunity Commission or any similar state agency including, but not limited to Section 1542 of the California Department of Fair Employment and Housing, or from cooperating with such agency in any investigation or proceeding; provided, however, that should Executive pursue such an administrative action against the Releasees, or any of them, Executive agrees and acknowledges that, to the extent permitted by applicable law, he will not seek, nor shall he be entitled to recover, any monetary damages from any such proceeding. In addition, this Agreement does not apply to any claims for unemployment compensation benefits, workers compensation benefits, health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA), claims for payment of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement), claims for payment of Severance Pay in accordance with this release and [the applicable Section(s)] of the Employment Agreement, claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act (ERISA) or claims for indemnification as described in Section H.5 of the Employment Agreement, which is incorporated herein as though set forth in fullCivil Code.
Appears in 1 contract
Samples: Severance and Release Agreement (Hanmi Financial Corp)
Release of Known and Unknown Claims. (a) In exchange for consideration of the agreements contained in this Agreement and the additional vesting of equity awards as specified in [the applicable Section(s)] payments to be made by Ticketmaster pursuant to Section 1 of the Employment Agreement between Ticketmaster and the Employee dated July 27, 2009 (the “Employment Agreement”), Executive agrees Employee irrevocably and unconditionally releases and forever to release and discharge the Company and the Company’s discharges Ticketmaster, as defined above, as well its affiliated, parent, related, parent and subsidiary corporationscompanies, licensees, joint venturers and partnerships, as well as the Company’s and any affiliatedtheir respective directors, relatedofficers, parent and subsidiary corporation’s respective attorneysshareholders, partners, employees, agents, representatives, partners, joint venturersattorneys, successors, and assigns, insurers, owners, employees, officers, and directors, past and present (hereinafter the “Releasees”) present, and each of them, from any and all claims, actions, causes of action, demands, rightsliabilities, suits or damages of any kind type or nature which he may now have, or ever havekind, whether in law or in equity, known or unknown, including any claimssuspected or unsuspected, causes of action or demands of any nature arising out of from or in any way relating related to ExecutiveEmployee’s employment withwith Ticketmaster, or separation and/or the severance of such employment from the Company on or before the date of Ticketmaster and/or any events regarding Employee’s employment occurring prior to the execution of this the Agreement. This release specifically includes, but is not limited toincluding without limitation, any claims for fraud; breach all of contract; breach those based on allegations of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; assault and battery (sexual or otherwise); 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; retaliation, discrimination or harassment on the basis of age, race, color, sex, genderage, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other bases protected categoryby federal, state or local laws; any claim under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act42 U.S.C. § 2000e, et seq.; the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection ActAct of 1990, 29 U.S.C. § 621 et seq.; the Americans With Xxxxxxxxxxxx Xxx, 00 X.X.X. § 00000, et seq.; the California Fair Employment and & Housing Act, the California Labor CodeGovernment Code § 12900, the California Family Rights Act, the Family and Medical Leave Act, or Section 1981 of Title 42 of the United States Codeet seq.; violation of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); violation of the Occupational Safety and Health Act or any other safety and and/or health laws, statutes or regulations; violation of the Employment Retirement Income Security Act of 1974 (“ERISA”); or any contract, tort, wage and hour law, and/or any federal, state or local fair employment practice or civil rights law, ordinance or executive order, or any other wrongdoing or improper conduct whatsoever, including but not limited to: any claims for violation of any state or federal law or regulations; or for breach of contract (express or implied); breach of the implied covenant of good faith and fair dealing; wrongful discharge; retaliation; violation of the Internal Revenue Codepublic policy; sexual assault and/or battery; invasion of privacy; misrepresentation; defamation; fraud; fraudulent inducement; or emotional distress; and any and all other wrongful conductclaims or torts whatsoever, based upon events occurring prior all to the date of execution of this Agreement. Executive further agrees knowingly to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: 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. This release of claims does not include any claim which cannot be waived by private agreement. Nothing in this release of claims shall be construed as prohibiting Executive from making a future claim with the Equal Employment Opportunity Commission or any similar state agency including, but not limited to the California Department of Fair Employment and Housing, or from cooperating with such agency in any investigation or proceeding; provided, however, that should Executive pursue such an administrative action against the Releasees, or any of them, Executive agrees and acknowledges that, to the fullest extent permitted by applicable law, he will not seek, nor shall he be entitled to recover, any monetary damages from any such proceeding. In addition, this Agreement does not apply to any claims for unemployment compensation benefits, workers compensation benefits, health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act .
(COBRA), claims for payment b) Except as provided in Section 1 of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement), claims for payment of Severance Pay in accordance with this release Agreement and [the applicable Section(s)] obligations to Employee under Section 1 of the Employment Agreement, claims Employee acknowledges and agrees that the Company has fully satisfied any and all obligations owed to him arising out of his employment with regard the Company, and no further sums are owed to vested benefits him. Employee understands and agrees that any amounts payable under a retirement plan governed by the Employee Retirement Income Security Act (ERISA) or claims for indemnification as described in Section H.5 1 of the Employment AgreementAgreement are not salary but rather severance and thus, among other things, such payment will not be eligible for 401(k) deductions or employer matching contributions and Ticketmaster may withhold Federal and state taxes at the rates applicable to unearned income.
(c) Nothing in this Section 2 shall be deemed to release (i) Employee’s rights under the provisions of the Employment Agreement or award agreements which is incorporated herein are intended to survive termination of employment, (ii) Employee’s rights, if any, to any vested benefits as though set forth in fullof Employee’s last day of employment with the Company, (iii) Employee’s rights to indemnification under any indemnification agreement he has with the Company or under the Company’s charter or bylaws, or to whatever coverage Employee may have under the Company’s directors’ and officers’ insurance policy for acts and omissions when Employee was an officer or director of the Company, (iv) any claim that cannot be waived under applicable law, including any rights to workers’ compensation or unemployment insurance, or (v) Employee’s rights as a stockholder.
Appears in 1 contract
Samples: Employment Agreement (Ticketmaster Entertainment, Inc.)
Release of Known and Unknown Claims. In exchange for the agreements contained in this Agreement Paragraph 1, above, and the additional vesting of equity awards as specified in [the applicable Section(s)] consideration of the Employment Agreementfurther agreements set forth below, Executive each of the Parties agrees to unconditionally and forever to release and discharge the Company and the Company’s affiliatedother Party, related, parent and subsidiary corporations, as well as the Company’s and any affiliated, related, parent and subsidiary corporation’s respective attorneys, agents, representatives, partners, joint venturers, successors, assigns, insurers, owners, employees, officers, and directors, past and present (hereinafter the “Releasees”) from any and all claims, actions, causes of action, demands, rights, or damages of any kind or nature which he he/it may now have, or ever have, whether known or unknown, including any claims, causes of action or demands of any nature arising out of or in any way relating to Executivethe Employee’s employment with, or with and/or separation from the Company Hanmi on or before the date of the execution of this Agreement. This release specifically includes, but is not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual assault and battery (sexual or otherwise)battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, overtime, commission, benefits, vacation pay, severance pay, attorneys’ fees, or other compensation of any sort; retaliation, ; discrimination or harassment on the basis of age, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, the California Family Rights Act, the Family and Medical Leave Act, or Section 1981 of Title 42 of the United States Code; violation of COBRA; violation of any safety and health laws, statutes or regulations; violation of ERISA; violation of the Internal Revenue Code; or any other wrongful conduct, based upon events occurring prior to the date of execution of this Agreement. Executive Each of the Parties further agrees knowingly to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH 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 THATRELEASE, WHICH, IF KNOWN BY HIM OR HERHIM, WOULD MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. This release of claims does not include any claim which cannot be waived by private agreement. Nothing in this release of claims shall be construed as prohibiting Executive from making a future claim with the Equal Employment Opportunity Commission or any similar state agency including, but not limited to the California Department of Fair Employment and Housing, or from cooperating with such agency in any investigation or proceeding; provided, however, that should Executive pursue such an administrative action against the Releasees, or any of them, Executive agrees and acknowledges that, to the extent permitted by applicable law, he will not seek, nor shall he be entitled to recover, any monetary damages from any such proceeding. In addition, this Agreement does not apply to any claims for unemployment compensation benefits, workers compensation benefits, health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA), claims for payment of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement), claims for payment of Severance Pay in accordance with this release and [the applicable Section(s)] of the Employment Agreement, claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act (ERISA) or claims for indemnification as described in Section H.5 of the Employment Agreement, which is incorporated herein as though set forth in fullDEBTOR.
Appears in 1 contract
Release of Known and Unknown Claims. In exchange for (a) It is understood and agreed by the agreements parties to this Agreement that in consideration of the mutual promises and covenants contained in this Agreement and the additional vesting of equity awards as specified in [the applicable Section(s)] of the Employment Agreement, Executive agrees and after consultation with counsel, the Employee irrevocably and unconditionally releases and forever to release and discharge the Company and discharges the Company’s affiliated, relatedits parent, parent subsidiary and subsidiary corporationsaffiliated companies, as well as the Company’s and any affiliatedall of their past and present officers, related, parent and subsidiary corporation’s respective attorneys, agents, representatives, partners, joint venturers, successors, assigns, insurers, ownersdirectors, employees, officersagents and assigns (collectively, and directors, past and present (hereinafter the “ReleaseesReleased Parties”) ), from any and all causes of action, claims, actions, causes of actionrights, judgments, obligations, damages, demands, rightsaccountings or liabilities of whatever kind or character, which the Employee may have against the Company or any of the Released Parties, or damages any of any kind them, by reason of or nature which he may now havearising out of, touching upon or concerning the Employee’s employment, separation of his employment and reapplication for employment with the Company, or ever haveany statutory claims, or any and all other matters of whatever kind, nature or description, whether known or unknown, including any claims, causes of action or demands of any nature arising out of or in any way relating occurring prior to Executive’s employment with, or separation from the Company on or before the date of the execution of this Agreement. This The Employee acknowledges that this release of claims specifically includes, but is not limited to, any and all claims for fraud; breach of contract; breach of the implied covenant of good faith and fair dealing; inducement of breach; interference with contractcontractual rights; wrongful or unlawful discharge or demotion; violation of public policy; sexual assault and battery (sexual or otherwise)battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure defamation; unlawful effort to pay wages, benefits, vacation pay, severance pay, attorneys’ fees, or other compensation of any sortprevent employment; retaliation, discrimination or harassment on the basis of age, race, color, sex, gender, national origin, ancestry, religionreligious creed, physical or mental disability, handicap, medical condition, marital status, sexual orientation orientation, genetic information or characteristics, or any other basis protected categoryby applicable law; any claim under under: Title VII of the Civil Rights Act of 1964, as amended, 1964 (“Title VII”); the Americans with With Disabilities Act, Act of 1990 (“ADA”); the Age Discrimination in Employment Act of 1967 (“ADEA”); the Employee Retirement Income Security Act of 1974 (“ERISA”); the Equal Pay Act of 1963 (“EPA”); the Fair Labor Standards Act (“FLSA”); the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the Worker Adjustment and Retraining Notification Act (“WARN”); the Occupational Safety and Health Act (“OSHA”); the Xxxxx Xxxxxxxxx Fair Pay Act of 2009 (“Fair Pay Act, the Older Workers Benefit Protection Act, ”); the California Fair Employment and Housing Act, DB2/ 30746911.1 Act (“FEHA”); the California Labor Code; and CalOSHA, the California Family Rights Act, the Family and Medical Leave Act, or Section 1981 of Title 42 of the United States Code; violation of COBRA; violation of any safety and health laws, statutes or regulations; violation of ERISA; violation of the Internal Revenue Code; or any other wrongful conduct, based upon events occurring prior to the date of execution of that this Agreement is executed by the Employee. Notwithstanding anything to the contrary herein, this Agreement shall not release the Employee’s right, if any, to claims he may have for: (i) indemnification pursuant to the Indemnification Agreement. Executive further agrees knowingly to waive , dated [____________], between Employee and the provisions and protections of Section 1542 Company, the bylaws of the California Civil CodeCompany or insurance policies of the Company, which reads: 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 THATfor any claims arising out of the Employee’s conduct as an employee or officer of the Company during his employment, IF KNOWN BY HIM OR HER(ii) unemployment, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. This release of claims does not include any claim which cannot be waived by private agreement. Nothing in this release of claims shall be construed as prohibiting Executive from making a future claim with the Equal Employment Opportunity Commission or any similar workers’ compensation, state agency including, but not limited disability and/or paid family leave insurance benefits pursuant to the California Department terms of Fair Employment applicable state law, (iii) continuation of existing participation in Company-sponsored group health benefit plans under COBRA and/or an applicable state counterpart law, (iv) any benefit entitlements that are vested as of the Employee’s termination date pursuant to the terms of a Company-sponsored benefit plan governed by ERISA, (v) stock and/or vested option shares pursuant to the written terms and Housingconditions of the Employee’s existing stock option grants and agreements, existing as of his termination date, (vi) violation of any federal, state or from cooperating with such agency in any investigation local statutory and/or public policy right or proceeding; provided, however, that should Executive pursue such an administrative action against the Releasees, or any of them, Executive agrees and acknowledges entitlement that, to the extent permitted by applicable law, is not waivable, and (vii) any wrongful act or omission occurring after the date the Employee signs this Agreement.
(b) The Employee represents and warrants that he will has not seekassigned or subrogated any of his rights, nor shall he be entitled to recoverclaims or causes of action, any monetary damages from any such proceeding. In addition, this Agreement does not apply to including any claims for unemployment compensation benefitsreferenced in this Agreement, workers compensation benefitsor authorized any other person or entity to assert such claims on his behalf, health insurance benefits under and he agrees to indemnify and hold harmless the Consolidated Omnibus Budget Reconciliation Act (COBRA)Company and each of the Released Parties against any assignment of said rights, claims for payment and/or causes of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement), claims for payment of Severance Pay in accordance with this release and [the applicable Section(s)] of the Employment Agreement, claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act (ERISA) or claims for indemnification as described in Section H.5 of the Employment Agreement, which is incorporated herein as though set forth in fullaction.
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Release of Known and Unknown Claims. In exchange for the agreements contained in this Agreement and the additional vesting of equity awards as specified in [the applicable Section(sparagraph(s)] of the Employment Agreement, Executive agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as the Company’s and any affiliated, related, parent and subsidiary corporation’s respective attorneys, agents, representatives, partners, joint venturers, successors, assigns, insurers, owners, employees, officers, and directors, past and present (hereinafter the “Releasees”) from any and all claims, actions, causes of action, demands, rights, or damages of any kind or nature which he may now have, or ever have, whether known or unknown, including any claims, causes of action or demands of any nature arising out of or in any way relating to Executive’s employment with, or separation from the Company on or before the date of the execution of this Agreement. This release specifically includes, but is not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; assault and battery (sexual or otherwise); 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; retaliation, discrimination or harassment on the basis of age, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, the California Family Rights Act, the Family and Medical Leave Act, or Section 1981 of Title 42 of the United States Code; violation of COBRA; violation of any safety and health laws, statutes or regulations; violation of ERISA; violation of the Internal Revenue Code; or any other wrongful conduct, based upon events occurring prior to the date of execution of this Agreement. Executive further agrees knowingly to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH 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 THATRELEASE, WHICH, IF KNOWN BY HIM OR HER, WOULD MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDEBTOR. This release of claims does not include any claim which cannot be waived by private agreement. Nothing in this release of claims shall be construed as prohibiting Executive from making a future claim with the Equal Employment Opportunity Commission or any similar state agency including, but not limited to the California Department of Fair Employment and Housing, or from cooperating with such agency in any investigation or proceeding; provided, however, that should Executive pursue such an administrative action against the Releasees, or any of them, Executive agrees and acknowledges that, to the extent permitted by applicable law, he will not seek, nor shall he be entitled to recover, any monetary damages from any such proceeding. In addition, this Agreement does not apply to any claims for unemployment compensation benefits, workers compensation benefits, health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA), claims for payment of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement), claims for payment of Severance Pay in accordance with this release and [the applicable Section(sparagraph(s)] of the Employment Agreement, claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act (ERISA) or claims for indemnification as described in Section H.5 Paragraph G.5. of the Employment Agreement, which is incorporated herein as though set forth in full.
Appears in 1 contract
Release of Known and Unknown Claims. In exchange for (a) It is understood and agreed by the agreements parties to this Agreement that in consideration of the mutual promises and covenants contained in this Agreement and the additional vesting of equity awards as specified in [the applicable Section(s)] of the Employment Agreement, Executive agrees and after consultation with counsel, the Employee irrevocably and unconditionally releases and forever to release and discharge the Company and discharges the Company’s affiliated, relatedits parent, parent subsidiary and subsidiary corporationsaffiliated companies, as well as the Company’s and any affiliatedall of their past and present officers, related, parent and subsidiary corporation’s respective attorneys, agents, representatives, partners, joint venturers, successors, assigns, insurers, ownersdirectors, employees, officersagents and assigns (collectively, and directors, past and present (hereinafter the “ReleaseesReleased Parties”) ), from any and all causes of action, claims, actions, causes of actionrights, judgments, obligations, damages, demands, rightsaccountings or liabilities of whatever kind or character, which the Employee may have against the Company or any of the Released Parties, or damages any of any kind them, by reason of or nature which he may now havearising out of, touching upon or concerning the Employee’s employment, separation of his employment and reapplication for employment with the Company, or ever haveany statutory claims, or any and all other matters of whatever kind, nature or description, whether known or unknown, including any claims, causes of action or demands of any nature arising out of or in any way relating occurring prior to Executive’s employment with, or separation from the Company on or before the date of the execution of this Agreement. This The Employee acknowledges that this release of claims specifically includes, but is not limited to, any and all claims for fraud; breach of contract; breach of the implied covenant of good faith and fair dealing; inducement of breach; interference with contractcontractual rights; wrongful or unlawful discharge or demotion; violation of public policy; sexual assault and battery (sexual or otherwise)battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure defamation; unlawful effort to pay wages, benefits, vacation pay, severance pay, attorneys’ fees, or other compensation of any sortprevent employment; retaliation, discrimination or harassment on the basis of age, race, color, sex, gender, national origin, ancestry, religionreligious creed, physical or mental disability, handicap, medical condition, marital status, sexual orientation orientation, genetic information or characteristics, or any other basis protected categoryby applicable law; any claim under under: Title VII of the Civil Rights Act of 1964, as amended, 1964 (“Title VII”); the Americans with With Disabilities Act, Act of 1990 (“ADA”); the Age Discrimination in Employment Act of 1967 (“ADEA”); the Employee Retirement Income Security Act of 1974 (“ERISA”); the Equal Pay Act of 1963 (“EPA”); the Fair Labor Standards Act (“FLSA”); the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the Worker Adjustment and Retraining Notification Act (“WARN”); the Occupational Safety and Health Act (“OSHA”); the Lilly DB2/ 30174412.8 Xxxxxxxxx Fair Pay Act of 2009 (“Fair Pay Act, the Older Workers Benefit Protection Act, ”); the California Fair Employment and Housing Act, Act (“FEHA”); the California Labor Code; and CalOSHA, the California Family Rights Act, the Family and Medical Leave Act, or Section 1981 of Title 42 of the United States Code; violation of COBRA; violation of any safety and health laws, statutes or regulations; violation of ERISA; violation of the Internal Revenue Code; or any other wrongful conduct, based upon events occurring prior to the date of execution of that this Agreement is executed by the Employee. Notwithstanding anything to the contrary herein, this Agreement shall not release the Employee’s right, if any, to claims he may have for: (i) indemnification pursuant to the Indemnification Agreement. Executive further agrees knowingly to waive , dated [June 14, 2016], between Employee and the provisions and protections of Section 1542 Company, the bylaws of the California Civil CodeCompany or insurance policies of the Company, which reads: 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 THATfor any claims arising out of the Employee’s conduct as an employee or officer of the Company during his employment, IF KNOWN BY HIM OR HER(ii) unemployment, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. This release of claims does not include any claim which cannot be waived by private agreement. Nothing in this release of claims shall be construed as prohibiting Executive from making a future claim with the Equal Employment Opportunity Commission or any similar workers’ compensation, state agency including, but not limited disability and/or paid family leave insurance benefits pursuant to the California Department terms of Fair Employment applicable state law, (iii) continuation of existing participation in Company-sponsored group health benefit plans under COBRA and/or an applicable state counterpart law, (iv) any benefit entitlements that are vested as of the Employee’s termination date pursuant to the terms of a Company-sponsored benefit plan governed by ERISA, (v) stock and/or vested option shares pursuant to the written terms and Housingconditions of the Employee’s existing stock option grants and agreements, existing as of his termination date, (vi) violation of any federal, state or from cooperating with such agency in any investigation local statutory and/or public policy right or proceeding; provided, however, that should Executive pursue such an administrative action against the Releasees, or any of them, Executive agrees and acknowledges entitlement that, to the extent permitted by applicable law, is not waivable, and (vii) any wrongful act or omission occurring after the date the Employee signs this Agreement.
(b) The Employee represents and warrants that he will has not seekassigned or subrogated any of his rights, nor shall he be entitled to recoverclaims or causes of action, any monetary damages from any such proceeding. In addition, this Agreement does not apply to including any claims for unemployment compensation benefitsreferenced in this Agreement, workers compensation benefitsor authorized any other person or entity to assert such claims on his behalf, health insurance benefits under and he agrees to indemnify and hold harmless the Consolidated Omnibus Budget Reconciliation Act (COBRA)Company and each of the Released Parties against any assignment of said rights, claims for payment and/or causes of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement), claims for payment of Severance Pay in accordance with this release and [the applicable Section(s)] of the Employment Agreement, claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act (ERISA) or claims for indemnification as described in Section H.5 of the Employment Agreement, which is incorporated herein as though set forth in fullaction.
Appears in 1 contract
Release of Known and Unknown Claims. In exchange for (a) It is understood and agreed by the agreements parties to this Agreement that in consideration of the mutual promises and covenants contained in this Agreement and the additional vesting of equity awards as specified in [the applicable Section(s)] of the Employment Agreement, Executive agrees and after consultation with counsel, the Employee irrevocably and unconditionally releases and forever to release and discharge the Company and discharges the Company’s affiliated, relatedits parent, parent subsidiary and subsidiary corporationsaffiliated companies, as well as the Company’s and any affiliatedall of their past and present officers, related, parent and subsidiary corporation’s respective attorneys, agents, representatives, partners, joint venturers, successors, assigns, insurers, ownersdirectors, employees, officersagents and assigns (collectively, and directors, past and present (hereinafter the “ReleaseesReleased Parties”) ), from any and all causes of action, claims, actions, causes of actionrights, judgments, obligations, damages, demands, rightsaccountings or liabilities of whatever kind or character, which the Employee may have against the Company or any of the Released Parties, or damages any of any kind them, by reason of or nature which he may now havearising out of, touching upon or concerning the Employee’s employment, separation of her employment and reapplication for employment with the Company, or ever haveany statutory claims, or any and all other matters of whatever kind, nature or description, whether known or unknown, including any claims, causes of action or demands of any nature arising out of or in any way relating occurring prior to Executive’s employment with, or separation from the Company on or before the date of the execution of this Agreement. This The Employee acknowledges that this release of claims specifically includes, but is not limited to, any and all claims for fraud; breach of contract; breach of the implied covenant of good faith and fair dealing; inducement of breach; interference with contractcontractual rights; wrongful or unlawful discharge or demotion; violation of public policy; sexual assault and battery (sexual or otherwise)battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure defamation; unlawful effort to pay wages, benefits, vacation pay, severance pay, attorneys’ fees, or other compensation of any sortprevent employment; retaliation, discrimination or harassment on the basis of age, race, color, sex, gender, national origin, ancestry, religionreligious creed, physical or mental disability, handicap, medical condition, marital status, sexual orientation orientation, genetic information or characteristics, or any other basis protected categoryby applicable law; any claim under under: Title VII of the Civil Rights Act of 1964, as amended, 1964 (“Title VII”); the Americans with With Disabilities Act, Act of 1990 (“ADA”); the Age Discrimination in Employment Act of 1967 (“ADEA”); the Employee Retirement Income Security Act of 1974 (“ERISA”); the Equal Pay Act of 1963 (“EPA”); the Fair Labor Standards Act (“FLSA”); the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the Worker Adjustment and Retraining Notification Act (“WARN”); the Occupational Safety and Health Act (“OSHA”); the Xxxxx Xxxxxxxxx Fair Pay Act of 2009 (“Fair Pay Act, the Older Workers Benefit Protection Act, ”); the California Fair Employment and Housing Act, DB2/ 31050483.3 Act (“FEHA”); the California Labor Code; and CalOSHA, the California Family Rights Act, the Family and Medical Leave Act, or Section 1981 of Title 42 of the United States Code; violation of COBRA; violation of any safety and health laws, statutes or regulations; violation of ERISA; violation of the Internal Revenue Code; or any other wrongful conduct, based upon events occurring prior to the date of execution of that this Agreement is executed by the Employee. Notwithstanding anything to the contrary herein, this Agreement shall not release the Employee’s right, if any, to claims she may have for: (i) indemnification pursuant to the Indemnification Agreement. Executive further agrees knowingly to waive , dated [____________], between Employee and the provisions and protections of Section 1542 Company, the bylaws of the California Civil CodeCompany or insurance policies of the Company, which reads: 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 THATfor any claims arising out of the Employee’s conduct as an employee or officer of the Company during her employment, IF KNOWN BY HIM OR HER(ii) unemployment, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. This release of claims does not include any claim which cannot be waived by private agreement. Nothing in this release of claims shall be construed as prohibiting Executive from making a future claim with the Equal Employment Opportunity Commission or any similar workers’ compensation, state agency including, but not limited disability and/or paid family leave insurance benefits pursuant to the California Department terms of Fair Employment applicable state law, (iii) continuation of existing participation in Company-sponsored group health benefit plans under COBRA and/or an applicable state counterpart law, (iv) any benefit entitlements that are vested as of the Employee’s termination date pursuant to the terms of a Company-sponsored benefit plan governed by ERISA, (v) stock and/or vested option shares pursuant to the written terms and Housingconditions of the Employee’s existing stock option grants and agreements, existing as of her termination date, (vi) violation of any federal, state or from cooperating with such agency in any investigation local statutory and/or public policy right or proceeding; provided, however, that should Executive pursue such an administrative action against the Releasees, or any of them, Executive agrees and acknowledges entitlement that, to the extent permitted by applicable law, he will is not seekwaivable, nor shall he be entitled to recoverand (vii) any wrongful act or omission occurring after the date the Employee signs this Agreement.
(b) The Employee represents and warrants that she has not assigned or subrogated any of her rights, any monetary damages from any such proceeding. In additionclaims or causes of action, this Agreement does not apply to including any claims for unemployment compensation benefitsreferenced in this Agreement, workers compensation benefitsor authorized any other person or entity to assert such claims on her behalf, health insurance benefits under and she agrees to indemnify and hold harmless the Consolidated Omnibus Budget Reconciliation Act (COBRA)Company and each of the Released Parties against any assignment of said rights, claims for payment and/or causes of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement), claims for payment of Severance Pay in accordance with this release and [the applicable Section(s)] of the Employment Agreement, claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act (ERISA) or claims for indemnification as described in Section H.5 of the Employment Agreement, which is incorporated herein as though set forth in fullaction.
Appears in 1 contract
Release of Known and Unknown Claims. In exchange for the agreements contained in this Agreement and the additional vesting of equity awards as specified in [the applicable Section(s)] of the Employment Agreement, Executive agrees Axxxxxxx unconditionally and forever to release releases and discharge discharges the Company Company, and the Company’s affiliated, related, parent and subsidiary corporations, as well as the Company’s and any affiliated, related, parent and subsidiary corporation’s their respective attorneys, agents, representatives, partners, joint venturers, investors, successors, assigns, insurers, owners, employees, officers and former officers, directors and directorsformer directors (including current and former chairmen and executive chairmen), past and present (hereinafter the “Releasees”) from any and all claims, actions, causes of action, demands, rights, or damages of any kind or nature which he may now have, or ever have, whether known or unknown, including any claims, causes of action or demands of any nature arising out of or in any way relating to Executive’s employment with, or separation from the Company on or before the date of the execution of this AgreementAgreement (“Claims”); provided, however, that in no case shall the Claims released under this Agreement be deemed to include (i) any right or remedy that Axxxxxxx may have under the terms of this Agreement or (ii) any rights to indemnification that Axxxxxxx may have under the Delaware General Corporation Law, Section 19 of the 2013 Agreement or under any indemnification agreement between Axxxxxxx and the Company regarding, relating to or arising out of his service as an employee, officer, director or agent of the Company. This release specifically includes, but is not limited to, any claims Claims for fraudfraud or fraudulent inducement; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; tortious denial of contract; interference with proprietary interests; wrongful or unlawful discharge or demotion; violation of public policy; securities violations; breach of duty; assault and battery (sexual or otherwise); invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; negligence; negligent retention; defamation; invasion of privacy; failure to pay wages, benefits, vacation pay, severance pay, attorneys’ fees, or other compensation of any sort; retaliation, discrimination or harassment on the basis of age, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; failure to accommodate, engage in the interactive process or prevent discrimination, harassment and/or violation of any statutes, regulations or ordinances; any claim under Title VII of the Civil Rights Act of 1964, as amended, the Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, the California Family Rights Act, the Family and Medical Leave ActPenal Code, or Section 1981 of Title 42 of the United States Code; violation of COBRA; violation of any safety and health laws, statutes or regulations; violation of Constitutional rights; violation of ERISA; application or violation of the Internal Revenue Code; or any other wrongful conduct, based upon events occurring prior to the date of execution of this Agreement; or any matter or Claim related to any business or other transaction between the Company and Axxxxxxx, including, without limitation, the sale of Digital Turbine Group, LLC (“DT”) to the Company’s affiliate pursuant to the December 28, 2011 Asset Purchase Agreement and related agreements and the fairness, adequacy or terms of such agreements and transactions or any breach of such agreements or any promises made to induce such agreements or transactions (the “DT Sale”). Executive Axxxxxxx further agrees knowingly to waive the provisions that he is expressly waiving and protections of relinquishing all rights and benefits afforded Section 1542 of the California Civil Code, and does so understanding and acknowledging the significance and consequences of such specific waiver of Section 1542. Axxxxxxx acknowledges that he is familiar with the provisions of California Civil Code Section 1542, which reads: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH 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 THATRELEASE, WHICH, IF KNOWN BY HIM OR HER, WOULD MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDEBTOR. Thus, notwithstanding the provisions of Section 1542, for the purpose of implementing a full and complete release of all claims, Axxxxxxx expressly acknowledges that this Agreement is also intended to include in its effect, without limitation, all claims which he does not know, expect or suspect to exist in his favor at the time of execution hereof, and that this Agreement contemplates the extinguishment of any such claim or claims. This release of claims does shall be construed as broadly as possible under applicable law but shall not include any claim the release of which cannot be waived by private agreementwould violate California or federal statutory law or the public policy of the State of California. Nothing in this release of claims shall be construed as prohibiting Executive Axxxxxxx from making a future claim with the Equal Employment Opportunity Commission or any similar state agency including, but not limited to the California Department of Fair Employment and Housing, or from cooperating with such agency in any investigation or proceeding; Housing provided, however, that should Executive Axxxxxxx pursue such an administrative action against the Releasees, or any of them, Executive Axxxxxxx agrees and acknowledges that, to the extent permitted by applicable law, that he will not seek, nor shall he be entitled to recover, any monetary damages from any such proceeding. In additionAxxxxxxx covenants never to sxx or arbitrate or threaten to sxx or arbitrate, on or under or based on any Claim that is released by the above release. There are no third party beneficiaries of this Agreement does not apply Agreement, except as provided in the next sentence. Only the Company may enforce, or a permit or deny in its sole discretion a third party to enforce, any claims for unemployment compensation benefits, workers compensation benefits, health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA), claims for payment of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement)releases contained herein, claims for payment of Severance Pay in accordance with this release and [even if a person or entity is a specifically named or identified Releasee; provided, however, the applicable Section(s)] current members of the Employment Agreement, claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act (ERISA) or claims for indemnification as described in Section H.5 board of the Employment AgreementCompany in office on the date immediately after the date hereof, which is incorporated herein as though set forth and current officers of the Company in fulloffice on the date immediately after the date hereof, are the only intended third party beneficiaries of the releases and covenants not to sxx contained herein; provided, further, that such third party beneficiaries shall reasonably cooperate with the Company in any such enforcement. Axxxxxxx represents and warrants that he has not assigned or granted any rights to acquire any Claim released hereunder. Axxxxxxx represents and warrants that Axxxxxxx has filed no claims, lawsuits, charges, grievances, or causes of action of any kind against the Company and/or the Releasees.
Appears in 1 contract
Samples: Separation Agreement (Mandalay Digital Group, Inc.)