Resignation and Release Clause Samples
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Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must:
(A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities, and
(B) within 21 days after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termina...
Resignation and Release. As a condition precedent to the obligations of the Company to redeem the Shares and pay the purchase price for such Shares, (a) the Officers shall resign from their positions as officers and directors of the Company and deliver such resignations in writing to the Corporation, and (b) the Shareholder and the Officers shall deliver a written release to the Company in the form attached hereto as Schedule B (the “Release Letter”).
Resignation and Release. Upon any termination of employment, the Executive shall promptly resign from any positions with the Company, whether as an officer, director, employee, or otherwise and shall promptly execute any documents reasonably required to effectuate the resignation. Notwithstanding any other provision of this Agreement to the contrary, the Executive acknowledges and agrees that any and all payments to which the Executive is entitled under Section 2.2, Section 4 or Section 13, other than payment of any Final Compensation, are conditioned upon and subject to the Executive’s (or his estate’s) execution, delivery and non-revocation within fifty-five (55) days following the Executive’s termination of employment of a general waiver and release (for the avoidance of doubt, the restrictive covenants contained or referred to in Section 5, 6 and 7 of this Agreement shall survive the termination of this Agreement), in substantially the form delivered to the Executive in connection with the execution of this Agreement, of all claims, except for such matters covered by provisions of this Agreement which expressly survive the termination of this Agreement (the “Release Condition”). Payments and benefits of amounts which do not constitute nonqualified deferred compensation and are therefore not subject to Section 409A (as defined below) shall commence five (5) days after the Release Condition is satisfied and payments and benefits which are subject to Section 409A shall commence on the 60th day after termination of employment (subject to further delay, if required pursuant to Section 3.9 above) provided that the Release Condition is satisfied.
Resignation and Release. The Executive hereby resigns and irrevocably and unconditionally releases, acquits and forever discharges the Company and any principals of any and any successors and assigns (and any officers, Executives, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities) (hereinafter referred to for purposes of this section as the “Clients”), from any and all claims, demands, rights, causes of action, liens, actions, suits, attorneys’ fees, costs, damages, losses, expenses and contractual obligations of whatever kind or nature, whether absolute or contingent, liquidated or unliquidated, direct or indirect, in law or in equity, fully accrued or not fully accrued, matured or unmatured, known or unknown, foreseen or unforeseen, suspected or unsuspected, relating to any matter whatsoever (collectively, “Claims”) which the Executive had, currently has, shall or may have. Notwithstanding the foregoing, the release contained herein shall not release the Executive from their obligations pursuant to this Agreement. The Company, for itself and for its successors and assigns hereby irrevocably and unconditionally release, acquit and forever discharge the Executive, any successors and assigns (and any officers, Executives, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities), from any and all Claims (as defined above) which the Company had, currently has, shall or may have. Notwithstanding the foregoing, the release contained herein shall not release the Clients from their obligations pursuant to this Agreement.
Resignation and Release. THIS RESIGNATION AND RELEASE is made as of ________, 2010, by and between ▇▇▇▇ ▇. Agron (“Executive”) and Retrospettiva, Inc., a California corporation (“Parent”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Merger Agreement (as defined below).
Resignation and Release. Parent shall have received Letters of Resignation and Release of Claims, dated effective as of the Effective Time, in substantially the form of Exhibit J from the officers and directors of the Company and its Subsidiaries.
Resignation and Release. Effective with the Second Closing and upon payment of the amounts due under Section 1 hereof, [Officer/Director] hereby resigns as _______________ of the Company and from any position held with any directly or indirectly wholly owned subsidiaries of the Company including the role of Managing Director of Mainz Biomed Germany GmbH (the “Subsidiaries”) and irrevocably and unconditionally releases, acquits and forever discharges the Company, its Subsidiaries and any principals of any and any successors and assigns thereof (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities) (hereinafter referred to for purposes of this section as the “Clients”), from any and all claims, demands, rights, causes of action, liens, actions, suits, attorneys’ fees, costs, damages, losses, expenses and contractual obligations of whatever kind or nature, whether absolute or contingent, liquidated or unliquidated, direct or indirect, in law or in equity, fully accrued or not fully accrued, matured or unmatured, known or unknown, foreseen or unforeseen, suspected or unsuspected, relating to any matter whatsoever (collectively, “Claims”) which [Officer/Director] had, currently has, shall or may have. Notwithstanding the foregoing, the release contained herein shall not release [Officer/Director] from their obligations pursuant to this Agreement. The Company, for itself, for its Subsidiaries and for their respective successors and assigns, hereby irrevocably and unconditionally releases, acquits and forever discharges [Officer/Director], any successors and assigns (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities), from any and all Claims (as defined above) which the Company or its Subsidiaries had, currently has, shall or may have. Notwithstanding the foregoing, the release contained herein shall not release the Clients from their obligations pursuant to this Agreement.
Resignation and Release. I, [ ], do hereby resign as a director and officer of, and from any and all other offices, positions or other affiliations with, ▇▇▇▇▇▇ Energy Corp., a Delaware corporation (“HEC”), ▇▇▇▇▇▇ Parent Holdings LLC, a Delaware limited liability company (“HPH”), and each of its direct and indirect subsidiaries, effective as of the Closing Date, as defined in that certain Equity Interest Purchase Agreement dated as of April 19, 2010 (the “Purchase Agreement”), by and among the Purchaser, HEC, HPH, the stockholders of HEC, the members of HPH and Lake Capital Partners LP, as Sellers’ Representative. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. Further, I do hereby irrevocably and unconditionally release, acquit and forever discharge, to the fullest extent permitted by law, HEC, HPH and their respective subsidiaries, and each of their respective past, present or future officers, managers, directors, stockholders, partners, members, affiliates, employees, counsel and agents (each, a “Company Party” and collectively, the “Company Parties”) of, from and against any and all actions, causes of action, claims, obligations, liabilities, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether in law or in equity, that I or my successors or assigns ever had, now have or may have on or by reason of any matter, cause or thing whatsoever to and including the Closing Date (“Claims”), including, without limitation, claims which I have or have had against the Company Parties by reason of, arising out of, related to, or resulting from my serving as a director and/or officer of any member of the Company Group. I hereby agree not to, and agree to cause my respective assigns, agents, attorneys and legal representatives, and each of their respective successors and assigns, not to, assert any claim against the Company Parties. The release set forth in the above paragraph shall in no way acquit, remise, release or discharge any Claims or rights of the undersigned (i) against the Company Parties relating to any of the following: (A) any of the Employee Benefit Plans or other qualified or non qualified funds, plans or arrangements in which the undersigned may have an interest; (B) the undersigned’s right to be indemnified by the Company Parties, whether by contract, statute or common law, in respect of his, her or its services as an employee, officer, sharehold...
Resignation and Release. In consideration of the Settlement Payment, Officer irrevocably and unconditionally releases, acquits and forever discharges the Company, its past and present affiliates, subsidiaries, parent companies, predecessors, and successors, and all of their respective past and present officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents (hereinafter referred to for purposes of this section as the “Released Parties”), from any and all claims, demands, rights, causes of action, liens, actions, suits, attorneys’ fees, costs, damages, losses, expenses and contractual obligations of whatever kind or nature, whether absolute or contingent, liquidated or unliquidated, direct or indirect, in law or in equity, fully accrued or not fully accrued, matured or unmatured, known or unknown, foreseen or unforeseen, suspected or unsuspected, relating to any matter whatsoever (collectively, “Claims”) which Officer ever had, currently has, shall or may have against any or all of the Released Parties, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Worker Adjustment and Retraining Notification Act, the Massachusetts Fair Employment Practices Act, and all rights and claims under the Massachusetts Wage Act (Massachusetts law regarding payment of wages and overtime), including any rights or claims thereunder to unpaid wages, including overtime, bonuses, commissions, and accrued, unused vacation time. Notwithstanding the foregoing, the release contained herein shall not (a) release Officer from their obligations pursuant to this Agreement or the Company from its obligation to pay the Settlement Payment or (b) be deemed to prohibit Officer from filing a charge with, or participating in any investigation or proceeding before, any local, state or federal government agency, including the EEOC or a state or local fair employment practices agency. Officer retains the right to participate in any such action but not the right to recover money damages or other individual legal or equitable relief awarded by any such governmental agency, including any payment, benefit, or attorneys’ fees, and hereby waives any right or claim to any such relief; provided, however, that nothing herein shall bar or impede in any way Officer’s ability to seek or receive a monetary incentive award from any governmental agency or regulatory authority in connection wi...
Resignation and Release. Notwithstanding anything in this Agreement to the contrary, unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment other than the Accrued Obligations, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must within twenty-one (21) days (or such other period as required under applicable law) after presentation of a release substantially in the form attached hereto as Exhibit D, execute said release, and within seven (7) days (or such other period as required under applicable law) after such execution not revoke said release. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release and the release becomes effective in accordance with its terms, the Company shall have no obligation to make any Termination Payment or Change In Control Termination Payment, as applicable, to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 19.