Severance and Release Sample Clauses

Severance and Release. In the event that Executive’s employment is terminated and Executive receives a Severance Payment or other post-termination benefits, the payment of such benefits is expressly conditioned upon and shall not be made, provided or otherwise available unless and until, Executive has executed and delivered to the Company a Severance and General Release Agreement in substantially the form attached hereto as Exhibit A. The Company shall have no post-termination obligations under this Agreement if the executed release is not received by the Company within 60 days after the Effective Date of Termination.
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Severance and Release. The Executive’s right to receive payment of the Severance Amount shall be contingent upon the Executive’s execution and non-revocation (other than in the case of Executive’s death) within forty-five (45) days of his date of termination of a general release reasonably satisfactory to the Company releasing the Company, its officers, agents, stockholders, and affiliates from any liability for any matter other than for payments under this Agreement and contractual obligations under other written agreements which form shall be provided to the Executive on or prior to his date of termination (the “Release”). The Company hereby agrees that upon the lapse of the period for revocation, if the Executive has not exercised his revocation right, the Company will execute a counterpart of the Release and deliver it to Executive forthwith. The payment of the Severance Amount shall commence within the sixty (60) day period following the Executive’s date of termination; provided that if a new calendar year commences during this period, the payments shall commence no earlier than January 2 of such new calendar year. The first payment after execution of the Release shall include all amounts that would have been paid following the date of termination had the Release been effective immediately following the date of termination but which were not yet paid.
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Severance and Release. As used in this Agreement, the Executive’s “Severance” means the continued payment of Executive’s Base Salary, Benefits and accrued or earned cash and equity bonuses then in effect (without regard to any reduction in compensation which would qualify as a basis for a resignation with Good Reason), for a period of time commencing on date of Executive’s termination and ending six (6) months thereafter (the “Severance Period”). Subject to the delivery of the Release as provided below, such Severance shall be paid to the Executive as a lump sum upon the date the Release is irrevocable. Except with the regard to the obligation of the Company to pay the Accrued Obligations, the obligations of the Company to the Executive under this Section 5.4 (including the obligation to pay Severance) is expressly and specifically conditioned upon Executive signing and not revoking a general release of claims substantially in the form of Exhibit D to this Agreement (the “Release”), which is incorporated by reference, and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the date on which the Notice of Termination (as defined below) is given (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to Severance or other benefits under this Agreement, other than the payment of Accrued Obligations through the date of the Executive’s termination. In no event will Severance or benefits be paid or provided until the Release becomes effective and irrevocable. In the event the Notice of Termination occurs at a time during the calendar year where the Release could become effective in the subsequent calendar year and the separation of service becomes effective (actually or otherwise) in the following year, then any Severance and benefits under this Section 5.4 that would otherwise be considered deferred compensation subject to Section 409A of the Code will begin to be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or, if later, the date the Release actually becomes effective. If the Executive breaches any provisions of the Release or all or any portion of any of the restrictions or provisions set forth in Section 6 or 7 of this Agreement, in addition to any other remedies at law or in equity available to it, the Company may cease making any further payments and ...
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Severance and Release. As used in this Agreement, the Executive’s “Severance” means the continued payment of Executive’s Base Salary, Benefits and accrued or earned cash and equity bonuses then in effect (without regard to any reduction in compensation which would qualify as a basis for a resignation with Good Reason), for a period of time commencing on date of Executive’s termination and ending as follows: twelve
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Severance and Release. In the event that your employment is terminated and you receive or are entitled to receive the Basic Severance Payment Amount or CIC Severance Payment Amount or other post-termination benefits, the payment of such benefits is expressly conditioned upon and shall not be made, provided or otherwise available unless and until, you have executed and delivered to the Company a Severance and General Release Agreement in substantially the form attached hereto as Exhibit A. The Company shall have no post-termination obligations under this letter agreement if the executed release is not received by the Company within 60 days after the Effective Date of Termination.
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Severance and Release. 8.1 Without limiting or derogating from the foregoing, if your employment is terminated by the Company without Cause (as defined herein), then the Company will offer you severance benefits equal to two (2) weeks’ base salary, paid on the first Company payroll date applicable to your position after the Release has become effective and irrevocable. All severance benefits are conditioned on your signing a full release of any and all claims against the Company in a release form acceptable to the Company (within the period specified in it by the Company, but in no event later than 60 days after the date of termination—the “Release”) and your not revoking such release pursuant to any revocation rights afforded by applicable law. 8.2 For purposes of this Section 8, the term “Cause” shall mean (a) any material breach by you of this Agreement or any other agreement to which you and the Company are both parties, (b) any act (other than retirement) or omission to act by you which may have a material and adverse effect on the Company’s business or on your ability to perform services for the Company, including, without limitation, the commission of any crime (other than minor traffic violations), or (c) any material misconduct or material neglect of your duties in connection with the business or affairs of the Company. Without limiting the Company’s grounds for termination for Cause in any other circumstance, your employment shall be deemed to have been terminated for Cause if the Company determines within thirty (30) days after the termination of employment (whether such termination was voluntary or involuntary) that termination for Cause was warranted. So you can take control - Proprietary & Confidential | 3
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Severance and Release. If Executive’s employment is terminated and Executive is entitled to receive a Severance Payment or other post-termination benefits, the payment of such benefits is expressly conditioned upon and shall not be made, provided or otherwise available unless and until, Executive has executed and delivered to the Company a Severance and General Release Agreement in the form attached hereto as Exhibit A. The Company shall have no post-termination obligations under this Agreement if the executed release is not received by the Company within 53 days after the Effective Date of Termination. If the Executive executes and delivers such Severance and General Release Agreement to the Company within 53 days after the Effective Date of Termination, the Company shall pay the Executive a cash payment equal to the Severance Payment on the Company’s next regular payroll date following the date on which the Severance and General Release Agreement referenced in Section 5.7 becomes final, binding and irrevocable, provided that if the Effective Date of Termination occurs after November 1st of any calendar year in the Term, the Severance Payment shall not be paid before the first regular payroll date in the next following calendar year.
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Severance and Release. In consideration for the agreements and promises set forth in this Agreement: a. Gentherm agrees to pay Oldorff one month’s current regular salary as severance (the “Severance Payment”), payable on the Separation Date and subject to all withholding of taxes and other lawful deductions; b. Gentherm releases and discharges Oldorff, to the extent permitted by applicable law, of and from all claims which may have arisen on or prior to the date of execution of this Agreement, whether known or unknown, suspected or unsuspected, including but not limited to any debt, obligation, demand, cause of action, judgment, controversy or claim of any kind whatsoever, whether sounding in contract, statute, tort, claim for attorneys’ fees or costs, or any other legal theory to the extent allowed by law; provided, however, that the foregoing release shall not include any claims arising out of or relating to (i) events, acts, or omissions taking place after the parties’ execution of this Agreement, including, without limitation, Oldorff’s breach of any terms or conditions of this Agreement and Gentherm’s rights to enforce the terms of this Agreement; or (ii) Oldorff’s criminal activities or intentional misconduct occurring at any time during his employment with Gentherm, including but not limited to any fraud, embezzlement and/or misappropriation of funds; and x. Xxxxxxx hereby waives, releases and forever discharges any and all disputes, claims or causes of action that he has or might assert against Gentherm and/or its predecessors, successors, parents, subsidiaries or affiliates, and each of its and their respective directors, officers, members, shareholders, owners, representatives, agents and employees (collectively referred to as the “Released Parties”), whether now known or unknown, of whatever kind or nature, based on any act, omission, event, occurrence, or nonoccurrence from the beginning of time to the date of execution of this Agreement, including, but not limited to, claims that arise out of or in any way relate to Oldorff’s employment or separation from employment with Gentherm (collectively referred to as “Claims” and “Rights”), excluding only Oldorff’s Claims and Rights to enforce the terms of this Agreement. Oldorff acknowledges and agrees that the Claims and Rights released under this Agreement include, without limitation, all disputes, claims, and causes of action for breach of implied or express contract, promissory estoppel, entitlement to any compensation ...
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Severance and Release. 9.1 Without limiting or derogating from the foregoing, (a) if your employment is terminated by the Company without Cause (as defined herein), then the Company will offer you “Severance Benefits” equal to six (6) months’ base salary and other benefits otherwise accruing during such period, paid on the first Company payroll date applicable to your position after the Release has become effective and irrevocable. All severance benefits are conditioned on your signing a full release of any and all claims against the Company in a release form acceptable to the Company (within the period specified in it by the Company, but in no event later than 60 days after the date of termination—the “Release”) and your not revoking such release pursuant to any revocation rights afforded by applicable law (the “Release Requirement”). (b) Notwithstanding the immediately preceding provision, if within the twelve (12) months following a Change in Control Transaction (as defined in the Company’s 2016 Stock Incentive Plan (as amended, the “Plan”), your employment is terminated by the Company without Cause or you terminate your employment for Good Reason (as defined below), and in either case subject to the Release Requirement, then any unvested Options or other then-existing equity component of your compensation, in either case to the extent that such Options or other equity is subject to time-based vesting, shall vest effective as of the date the Release becomes effective and irrevocable, notwithstanding anything to the contrary in any applicable equity agreement or plan. To avoid doubt, to the extent this subsection (b) applies, it shall apply in lieu of (and not in addition to) the immediately preceding subsection (a)). 9.2 For purposes of this Section 9,
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Related to Severance and Release

  • Termination and Release (a) This Agreement and the security interests created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursed, at which time the Agent shall execute and deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateral. (b) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor in accordance with the terms of the Credit Agreement (including, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed Collateral.

  • Waiver and Release TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

  • Waiver and Release of Claims In consideration of, and subject to, the payment to be made to me by ____________ (the “Employer”) of the "Severance Payment" and the “Prorated Target Bonus Amount” (in each case as defined in the Severance Agreement, dated as of _________, entered into between me and the Company (the "Agreement")), I hereby waive any claims I may have for employment or re-employment by the Employer or any parent or subsidiary of the Employer after the date hereof, and I further agree to and do release and forever discharge the Employer and any parent or subsidiary of the Employer, and their respective past and present officers, directors, shareholders, insurers, employees and agents from any and all claims and causes of action, known or unknown, arising out of or relating to my employment with the Employer or any parent or subsidiary of the Employer, or the termination thereof, including, but not limited to, wrongful discharge, breach of contract, tort, fraud, the Civil Rights Acts, Age Discrimination in Employment Act as amended by the Older Workers’ Benefits Protection Act, Employee Retirement Income Security Act of 1974, Americans with Disabilities Act, or any other federal, state or local legislation or common law relating to employment or discrimination in employment or otherwise; provided however, that no claim that I may have against the Employer in any capacity other than as an Employer shall be waived pursuant to this Waiver and Release. Notwithstanding the foregoing or any other provision hereof, nothing in this Waiver and Release of Claims shall adversely affect (i) my rights to ongoing Severance Benefits under the terms of the Agreement; (ii) my rights to benefits (other than severance payments or benefits) under plans, programs and arrangements of the Employer or any parent or subsidiary of the Employer; (iii) my rights to indemnification under any indemnification agreement, applicable law or the certificates of incorporation or bylaws of the Employer or any parent or subsidiary of the Employer, (iv) my rights under any director's and officers' liability insurance policy covering me, (v) my workers compensation rights, or (vi) my unemployment insurance rights. I acknowledge that I have signed this Waiver and Release of Claims voluntarily, knowingly, of my own free will and without reservation or duress, and that no promises or representations have been made to me by any person to induce me to do so other than the promise of payment set forth in the first paragraph above and the Employer’s acknowledgment of my rights reserved under the second paragraph above. I understand that this release will be deemed to be an application for benefits under the Agreement and that my entitlement thereto shall be governed by the terms and conditions of the Agreement and any applicable plan. I expressly hereby consent to such terms and conditions. I acknowledge that (i) I am waiving any rights or claims I might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act (“ADEA”); (ii) I have received consideration beyond that to which I was previously entitled; (iii) I have been given forty-five (45) days to review and consider this Waiver and Release of Claims (unless I have signed a written waiver of such review and consideration period); (iv) I have had the opportunity to consult with an attorney or other advisor of my choice and have been advised by the Company to do so if I choose; and (vi) I have been separately furnished a written schedule of all persons, listed by job title and age, within the affected decisional unit who were selected and not selected for the benefits extended by this Agreement, as may be required by the ADEA. I may revoke this Waiver and Release of Claims seven days or less after its execution by providing written notice to the Employer. I acknowledge that it is my intention and the intention of the Employer in executing this Waiver and Release of Claims that the same shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention, I hereby expressly waive any and all rights and benefits conferred upon me by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE, to the extent applicable to me, and expressly I consent that this Waiver and Release of Claims shall be given full force and effect according to each and all of its express terms and provisions, including as well those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." I acknowledge that I may hereafter discover claims or facts in addition to or different from those which I now know or believe to exist with respect to the subject matter of this Waiver and Release of Claims and which, if known or suspected at the time of executing this Waiver and Release of Claims, may have materially affected this settlement. Finally, I acknowledge that I have read this Waiver and Release of Claims and understand all of its terms. ____________ (the “Old Employer”) and ______________ (the “Executive”) have entered into a Severance Agreement dated ______________ (the “Agreement”). The Executive is transferring employment from the Old Employer to ____________ (the “New Employer”), effective ________. The fourth bullet of the Agreement provides that, if the Executive transfers to the Company or an Affiliate, the Old Employer shall assign the Agreement to the Company or Affiliate. To order to carry out the provisions of the fourth bullet of the Agreement –

  • Release of Claims Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company. Executive, on behalf of Executive, and Executive’s respective heirs, family members, executors and assigns, hereby fully and forever releases the Company and its past, present and future officers, agents, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns, from, and agrees not to xxx or otherwise institute or cause to be instituted any legal or administrative proceedings concerning any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement including, without limitation, (a) any and all claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship; (b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; (d) any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, and Labor Code section 201, et seq. and section 970, et seq. and all amendments to each such Act as well as the regulations issued under each such Act; (e) any and all claims for violation of the federal, or any state, constitution; (f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and (g) any and all claims for attorneys’ fees and costs. Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any severance obligations due Executive under the Management Retention Agreement. Nothing in this Agreement waives Executive’s rights to indemnification or any payments under any fiduciary insurance policy, if any, provided by any act or agreement of the Company, state or federal law or policy of insurance.

  • Separation Agreement and Release of Claims The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualifying Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage any member of the Company Group, non-solicit provisions, an agreement to assist in any litigation matters, and other standard terms and conditions) (the “Release” and that requirement, the “Release Requirement”), which must become effective and irrevocable no later than the sixtieth (60th) day following the Executive’s Qualifying Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right to severance payments or benefits under Section 3.

  • General Release of Claims Employee knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.

  • Severance Agreement Any payments of compensation made pursuant to Articles 4 and 5 are contingent on Executive executing the Company’s standard severance agreement, including a general release of the Company, its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities, and on Executive’s continued compliance with Section 6. Executive must execute the standard severance agreement and release within 45 days of being provided with the document to sign or the severance agreement offer will expire.

  • General Release Executive, on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessors, successors and assigns (collectively, the “Released Parties”) from any and all claims, actions and causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, known or unknown, suspected or unsuspected of any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable law.

  • Release Agreement Notwithstanding any provision of the Agreement to the contrary, in order to receive the vesting acceleration provided under Section 6(a)(4)(A) or the severance benefits provided under Section 6(b)(1), (2), or (3), the Executive must first execute an appropriate release agreement (on a form provided by the Company) whereby the Executive agrees to release and waive, in return for such vesting acceleration or severance benefits, any claims that Executive may have against the Company or any of its Affiliates including, without limitation, for unlawful discrimination (e.g., Title VII of the Civil Rights Act); provided, however, such release agreement shall not release any claim or cause of action by or on behalf of the Executive for (a) any payment or benefit that may be due or payable under this Agreement or any vested benefits under any employee benefit plan or program or (b) non-payment of salary or benefits to which Executive is entitled from the Company as of the Termination Date. The release agreement must be provided to Executive within five (5) days following the Termination Date, and signed by Executive and returned to the Company, and any applicable revocation period must have expired, no later than sixty (60) days following the Termination Date; provided, however, the second release agreement required for an Anticipatory Termination Payment under Section 6(b)(1)(B) must be provided to Executive within five (5) days following the Change in Control Date, and signed by Executive and returned to the Company, and any applicable revocation period must have expired, no later than sixty (60) days following the Change in Control Date. Any payments to which Executive becomes entitled pursuant to Section 6(b)(1), shall be paid within ten (10) days after the executed release agreement (or executed second release agreement with respect to an Anticipatory Termination Payment) has been timely returned to the Company for counter-signature and become effective and non-revocable by Executive under the terms of the release agreement. Notwithstanding anything in this Agreement to the contrary, to the extent that any severance payments or benefits provided under Section 6(a)(4)(A) or Section 6(b) are deferred compensation under Code Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the release agreement spans two calendar years, the severance payments or benefits will not be made or begin until the later calendar year.

  • Right to Severance Benefits The Executive shall be entitled to receive from the Company Severance Benefits, as described in Section 3.3 herein, if there has been a Change in Control of the Company and if, within twenty-four (24) calendar months following the Change in Control, a Qualifying Termination of the Executive has occurred. The Executive shall not be entitled to receive Severance Benefits if he/she is terminated for Cause, or if his/her employment with the Company ends due to death, Disability, or Retirement or due to a voluntary termination of employment by the Executive without Good Reason.

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