Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Release, concerning his employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the Company. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.
Appears in 15 contracts
Samples: Employment Agreement (Advisory Board Co), Employment Agreement (Advisory Board Co), Employment Agreement (New Generation Biofuels Holdings, Inc)
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, trustees, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Release, concerning his employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock shares agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the Company. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.
Appears in 10 contracts
Samples: Employment Agreement (Chesapeake Lodging Trust), Employment Agreement (Chesapeake Lodging Trust), Employment Agreement (Chesapeake Lodging Trust)
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company Group and each of its their affiliates, parents, successors, predecessors, and the subsidiaries, directors, trustees, owners, members, shareholders, officers, agents, and employees of the Company Group and its their affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Release, concerning his employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended, and all other employment discrimination laws whatsoever as may be created or amended from time to time); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company Group (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with ExecutiveExecutive or indemnification under the Articles of Incorporation, Amended and Restated Agreement of Limited Partnership, Bylaws or other governing instruments of the Company Group. Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the CompanyCompany Group. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.
Appears in 9 contracts
Samples: Employment Agreement (RLJ Lodging Trust), Employment Agreement (RLJ Lodging Trust), Employment Agreement (RLJ Lodging Trust)
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, The Executive, on his or her own behalf and on behalf of his or her heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his or her signing of this Releasethe Waiver and Release Agreement, concerning his or her employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release This release includes, but is not limited to, any claim or entitlement to salary, bonuses (but not including payment of any remaining bonus under the Employment Agreement), any other payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. The Executive understands that by signing this Release, Waiver and Release Agreement he or she is not waiving any claims or administrative charges which cannot be waived by law. He or she is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his or her behalf arising out of or related to his or her employment with and/or separation from employment with the Company. The Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this ReleaseWaiver and Release Agreement.
Appears in 9 contracts
Samples: Executive Employment Agreement (Colfax CORP), Executive Employment Agreement (Colfax CORP), Executive Employment Agreement (Colfax CORP)
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, Directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Release, concerning his employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended, and all other employment discrimination laws whatsoever as may be created or amended from time to time); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with ExecutiveExecutive or indemnification under the Articles of Incorporation, Bylaws or other governing instruments of the Company . Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the Company. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.
Appears in 5 contracts
Samples: Employment Agreement (Walker & Dunlop, Inc.), Employment Agreement (Walker & Dunlop, Inc.), Employment Agreement (Walker & Dunlop, Inc.)
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, the Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company Corporation and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company Corporation and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Release, concerning his employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of WellCare and/or the Company Corporation (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. The Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the CompanyCorporation. The Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.
Appears in 4 contracts
Samples: Employment Agreement (Wellcare Health Plans, Inc.), Employment Agreement (Wellcare Health Plans, Inc.), Employment Agreement (Wellcare Health Plans, Inc.)
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company Trust and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, trustees, owners, members, shareholders, officers, agents, and employees of the Company Trust and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Release, concerning his employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions, or those prohibiting discrimination and/or harassment based on membership in any form of protected class); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as breach of contract, wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company Trust and the Partnership (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock shares agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. Executive understands that by signing nothing in this Release, he is not waiving any claims Agreement prevents or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including prohibits Executive from filing a claim with the Equal Employment Opportunity CommissionCommission (EEOC) pursue or any claim other government agency that is responsible for enforcing a law on his behalf arising out of the government and deems such claims not waivable. However, because Executive is hereby waiving and releasing all claims, he acknowledges that he has been, or will be, made whole by receipt of the Severance Payment, and he has waived any right to any form of monetary relief. Executive further represents that he has not filed any complaints, charges, claims, grievances, or lawsuits against the Trust, the Partnership and/or any related to his employment persons with and/or separation from employment any local, state or federal agency or court, or with the Companyany other forum. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release. Executive further acknowledges that he received any leave he requested and to which he may have been entitled under the Family and Medical Leave Act, or any state or local equivalent. Executive further represents that he received all wages owed to him as of the date he signed this Release, and that he is not aware of any facts that would support a claim against the Employer for unpaid wages, including bonus payments, or any other violation of the Fair Labor Standards Act, or any state or local equivalent.
Appears in 4 contracts
Samples: Employment Agreement (Chesapeake Lodging Trust), Employment Agreement (Chesapeake Lodging Trust), Employment Agreement (Chesapeake Lodging Trust)
Waiver and Release. (a) Subject to the last sentence of the first paragraph Section 1(b) of this Section 1Waiver and Release Agreement, the Executive, on his or her own behalf and on behalf of his or her heirs, executors, administrators, attorneys attorneys, and assigns, hereby unconditionally and irrevocably releases, waives waives, and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims claims, and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his or her signing of this Releasethe Waiver and Release Agreement, concerning his or her employment or separation from employment. Subject to the last sentence of the first paragraph Section 1(b) of this Section 1Waiver and Release Agreement, this Release release includes, but is not limited to, any payments, benefits benefits, or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances ordinances, or regulations (including, but not limited to, any state or local laws, ordinances ordinances, or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy privacy, or loss of consortium. .
(b) Notwithstanding any other provision of this Waiver and Release Agreement to the contrary, this Waiver and Release Agreement does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (ai) to make the payments and provide the other benefits contemplated by the Employment AgreementAgreement or any other agreement with Executive, or (bii) under any restricted stock agreementaward agreement entered into with the Executive pursuant to the Kite Realty Group Trust 2013 Equity Incentive Plan, option agreement or other agreement pertaining as amended from time to Executive’s equity ownershiptime, or and any successor plan thereto, (ciii) under any indemnification or similar agreement with Executive. , or (iv) under this Waiver and Release Agreement.
(c) The Executive understands that by signing this Release, Waiver and Release Agreement that he or she is not waiving any claims or administrative charges which cannot be waived by law. He or she is waiving, however, any right to monetary recovery or individual relief should any federal, state state, or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his or her behalf arising out of or related to his or her employment with and/or separation from employment with the Company. Company (other than with respect to those matters described in Section 1(b) of this Waiver and Release Agreement ).
(d) The Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this ReleaseWaiver and Release Agreement.
Appears in 4 contracts
Samples: Executive Employment Agreement (Kite Realty Group Trust), Executive Employment Agreement (Kite Realty Group Trust), Executive Employment Agreement (Kite Realty Group Trust)
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, The Executive, on his or her own behalf and on behalf of his or her heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his or her signing of this Releasethe Waiver and Release Agreement, concerning his or her employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release This release includes, but is not limited to, any claim or entitlement to salary, bonuses (but not including payment of any remaining bonus under the Employment Agreement), any other payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. The Executive understands that by signing this Release, Waiver and Release Agreement he or she is not waiving any claims or administrative charges which cannot be waived by law. He or she is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his or her behalf arising out of or related to his or her employment with and/or separation from employment with the Company. The Executive further agrees without any reservation whatsoever, never to xxx sxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this ReleaseWaiver and Release Agreement.
Appears in 3 contracts
Samples: Executive Employment Agreement (Colfax CORP), Executive Employment Agreement (Colfax CORP), Executive Employment Agreement (Colfax CORP)
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, the Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company Corporation and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company Corporation and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Release, concerning his employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of WellCare and/or the Company Corporation (a) to make the payments and provide the other benefits contemplated by the Employment Severance Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. The Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the CompanyCorporation. The Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.
Appears in 3 contracts
Samples: Employment Agreement (Wellcare Health Plans, Inc.), Severance Agreement (Wellcare Health Plans, Inc.), Waiver and Release Agreement (Wellcare Health Plans, Inc.)
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, the Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company and each of its affiliates, parents, subsidiaries, successors, and predecessors, and the subsidiarieseach of their respective directors, directorstrustees, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Release, concerning his employment or separation from employmentemployment with the Company and any services that he provided to the Company. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended, and all other employment discrimination laws whatsoever as may be created or amended from time to time); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions), including, but not limited to, the Chicago Human Rights Ordinance, the Xxxx County Human Rights Ordinance, the Illinois Human Rights Act, as amended, and the Illinois Constitution; and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and the Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Change in Control Agreement, or (b) under any restricted stock agreement, option restricted stock unit agreement, LTIP unit agreement or other agreement pertaining to the Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executivethe Executive or indemnification under the Amended and Restated Bylaws or other governing instruments of the Company. The Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waivingNothing in this Release shall be construed to prohibit the Executive from commencing or otherwise assisting in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state or local government agency; provided, however, the Executive waives any right to monetary recovery or individual relief in connection with any such proceeding or should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim one be pursued on his behalf arising out of or related to his employment with and/or separation from employment with the Company. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.the
Appears in 1 contract
Waiver and Release. Subject to the last sentence In consideration of the first paragraph payment described in Section 2(b) of this Section 1Agreement, Executive, Executive on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company and each all of its direct and indirect subsidiaries, affiliates, parents, successors, successors and predecessors, and the each of their respective subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this ReleaseAgreement, concerning his employment or employment, separation from employment, or otherwise arising out of any offer letter, employment contract (including the Employment Agreement) or any equity or equity-based award. Subject to the last sentence of the first paragraph of this Section 1, this Release This release includes, but is not limited to, any claim or entitlement to salary, bonuses, stock deliverable under stock options or other equity or equity-based awards, any other payments, benefits benefits, or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment ActAct (“ADEA”), the Employee Retirement Income Security Act of 19741974 (“ERISA”), the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances ordinances, or regulations (including, but not limited to, any state or local laws, ordinances ordinances, or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy privacy, or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the Company. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.
Appears in 1 contract
Samples: Separation and General Release Agreement (Parkway Properties Inc)
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, Executive, on his her own behalf and on behalf of his her heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, Directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his her signing of this Release, concerning his her employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended, and all other employment discrimination laws whatsoever as may be created or amended from time to time); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with ExecutiveExecutive or indemnification under the Articles of Incorporation, Bylaws or other governing instruments of the Company . Executive understands that by signing this Release, he she is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his her behalf arising out of or related to his her employment with and/or separation from employment with the Company. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.
Appears in 1 contract
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1Employee hereby waives and releases Stereotaxis, Executiveits subsidiaries, on his own behalf related, parent and on behalf of his heirsaffiliated corporations and business entities, executors, administrators, attorneys their successors and assigns, hereby unconditionally and irrevocably releases, waives their past and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and the subsidiariespresent officers, directors, owners, members, shareholders, officers, agents, employees and employees of agents (“the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “EmployerEmployer Released Parties”), ) from any and all causes claims made, to be made, or which might have been made of action, claims and damages, including attorneys’ feeswhatever nature, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising since the beginning of time through the date of his signing of this ReleaseAgreement, concerning his employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, any claim Employee may have under any agreements which Employee may have with any of the Employer Released Parties, any claims that arose as a consequence of Employee’s employment by Stereotaxis, or arising out of the termination of the employment relationship, or arising out of any acts committed or omitted during or after the existence of the employment relationship through the date of this Agreement. Such release and waiver of claims will include, but will not be limited to, those claims which were, could have been, or could be the subject of an internal grievance or appeal procedure or an administrative or judicial proceeding filed either by Employee or on Employee's behalf under any federal, state or local law or regulation, any claim of discrimination under any state or federal statute, regulation or ordinance including, but not limited to Titles 29 and 42 of the United States Code, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Actas amended, the Employee Retirement Income Security Act of 1974, as amended, the Civil Rights Act of 1991, the Americans with Disabilities ActAct of 1990, Executive Order 11246the Civil Rights Act of 1866, the Rehabilitation Act of 1973, as amended, the Family and Medical Leave Act, and the Older Worker Adjustment and Retraining Notification Benefit Protection Act, each as amended); any claim arising under any state or local lawsthe Arizona Civil Rights Act, ordinances or regulations (includingthe Missouri Human Rights Act, but not limited toCity of St. Louis Ordinance 6271, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue law, ordinance or regulation regarding employment, discrimination in employment or termination of employment, any claim on his behalf arising out claims for breach of contract, wrongful termination, promissory estoppel, detrimental reliance, negligent or related to his employment with and/or separation from employment with the Company. Executive further agrees without intentional infliction of emotional distress, or any reservation whatsoeverother actions at common law, never to xxx the Employer in contract or become a party to a lawsuit on the basis of any tort, all claims for lost wages, bonuses, commissions, benefits, expenses, severance, service letter, re-employment, compensatory or punitive damages, attorney's fees, and all claims for any other type of legal or equitable relief. Employee further waives all rights to future employment with Stereotaxis and agrees not to apply for employment with Stereotaxis. This Release does not affect any type lawfully and validly released in this Releasevested rights Employee may have under any retirement or equity-related plan of Stereotaxis.
Appears in 1 contract
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, The Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, to the fullest extent permitted by law, hereby unconditionally and irrevocably releases, waives and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Releasethe Waiver and Release Agreement, concerning his employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release This release includes, but is not limited to, any claim or entitlement to salary, bonuses (but not including payment of any remaining bonus under the Employment Agreement), any other payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment ActAct (“ADEA”), the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. The Executive understands that by signing this Release, Waiver and Release Agreement he is not waiving any claims or administrative charges charges, or any right to challenge the validity of a waiver of claims under the ADEA which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the Company. The Executive further agrees without any reservation whatsoever, never to xxx sxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this ReleaseWaiver and Release Agreement.
Appears in 1 contract
Waiver and Release. Subject In consideration of the Separation Benefits to be provided to Executive by Comprehensive Health Management, Inc. (the “Corporation”) pursuant to the Transition and Separation Agreement dated September 17, 2009, which Executive executed on September 17, 2009, and in accordance with Section 3.1 of that agreement and subject to the last sentence of the this first paragraph of this Section 1, Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys attorneys, and assigns, hereby unconditionally and irrevocably releases, waives waives, and forever discharges the Company Corporation and WellCare Health Plans, Inc. (“WellCare”), and each of its their affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company Corporation and its WellCare, and their affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”)subsidiaries, from any and all causes of action, claims claims, and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted asserted, or otherwise arising through the date of his Executive’s signing of this Release, concerning his Executive’s employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includesemployment including, but is not limited to, any payments, benefits benefits, or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment ActAct (“ADEA”), the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, and the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances ordinances, or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions)regulations; and any claim arising under any common law principle or public policy, policy including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy privacy, or loss of consortium. Notwithstanding any other provision of this Release Section 1 to the contrary, this Release does not encompass, and Executive does not release, waive waive, or discharge, discharge the obligations of the Company Corporation (a) to make the payments and provide the other benefits contemplated by the Employment Transition and Separation Agreement, or (b) under any restricted stock agreement, option agreement agreement, or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. Executive understands that by signing this Release, he Executive is not waiving a right to file or participate in any claims or administrative charges which that cannot otherwise be waived by law. He Executive is waiving, however, any right to monetary recovery or individual relief should any federal, state state, or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his Executive’s behalf arising out of or related to his Executive’s employment with and/or separation from employment with the CompanyCorporation. Executive further agrees without any reservation whatsoever, whatsoever never to xxx the Employer Corporation or to become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Releaseherein.
Appears in 1 contract
Samples: Transition and Separation Agreement (Wellcare Health Plans, Inc.)
Waiver and Release. Subject to the last sentence For and in consideration of the first paragraph payments and benefits provided in Sections 6(f) and 6(g) of this Section 1the Employment Agreement (the “Severance Amount”), Executive, on his own behalf for and on behalf of Executive and his heirs, administrators, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releaseseffective as of the Effective Date (as defined below), waives does fully and forever discharges waive and release, remise, and discharge the Company Company, each of its Affiliates, each of their respective predecessors and successors, and each of its affiliates, parents, successors, predecessors, their respective current and the subsidiaries, former directors, ownersofficers, membersemployees, shareholders, officerspartners, members, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries representatives (collectively, all of the foregoing are referred to as the “EmployerReleased Parties”), ) from any and all causes claims that Executive had, may have had, or now has against the Released Parties collectively or any of actionthe Released Parties individually, claims and damages, including attorneys’ fees, whether known for any claim arising out of or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Release, concerning his attributable to Executive’s employment or separation from employmentthe termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel, or slander, or claims under any federal, state, or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual preference. Subject to the last sentence This release of the first paragraph of this Section 1, this Release claims includes, but is not limited to, any payments, benefits or damages all claims arising under any federal law the Age Discrimination in Employment Act of 1967 (including, but not limited tothe “ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246the Civil Rights Act of 1991, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Equal Pay Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under other federal, state, and local labor and anti-discrimination law, the common law, and any common law principle other purported restriction on an employer’s right to terminate the employment of employees. Executive hereby agrees to waive any and all claims to re-employment with the Company or public policy, including, but any of its Affiliates and affirmatively agrees not limited to, all suits in tort to seek further employment with the Company or contract, such as wrongful termination, defamation, emotional distress, invasion any of privacy or loss of consortiumits Affiliates. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. Executive understands that by signing executing this Release, he Executive is not waiving releasing (i) any claims under COBRA; (ii) any claims or administrative charges which canrights under the Company’s indemnification policy; (iii) any claims with respect to the Severance Amount; or (iv) any claims that may not be waived by released as a matter of law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the Company. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.
Appears in 1 contract
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, The Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company Employer and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company Employer and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “EmployerCompany”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Releasethe Waiver and Release Agreement, concerning his employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release This release includes, but is not limited to, any claim or entitlement to salary, bonuses, any other payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. The Executive understands that by signing this Release, Waiver and Release Agreement he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the CompanyEmployer. The Executive further agrees without any reservation whatsoever, never to xxx the Employer Company or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this ReleaseWaiver and Release Agreement.
Appears in 1 contract
Waiver and Release. Subject For and in consideration of the payments and other benefits due to (“Employee”) pursuant to the last sentence Change in Control Severance Agreement between Employee and United Therapeutics Corporation dated as of , 2012 (the first paragraph of this Section 1“CIC Agreement”), Executiveand for other good and valuable consideration, on his own behalf Employee hereby agrees, for Employee, Employee’s spouse and on behalf of his child or children (if any), Employee’s heirs, beneficiaries, devisees, executors, administrators, attorneys attorneys, personal representatives, successors and assigns, hereby unconditionally to forever waive and irrevocably releases, waives release all known and forever discharges the Company unknown claims and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known arising on or unknown, foreseen or unforeseen, presently asserted or otherwise arising through before the date of his signing Employee’s execution of this Waiver and Release, concerning his employment against United Therapeutics Corporation (the “Company”) or separation from employment. Subject any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the last sentence of the first paragraph of this Section 1“Released Parties”), this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, all such claims and causes of action which in any way pertain to Employee’s employment with and/or termination of employment from the Company, all allegations of employment discrimination, and/or all other occurrences whatsoever, including but not limited to the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Age Discrimination in Employment Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, Executive Order 11246as amended, 42 U.S.C. Section 12101 et. seq., the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1993, 29 U.S.C. Section 2601 et. seq., the False Claims Act, 31 U.S.C Section 3729 et. seq. and the Worker Adjustment any and Retraining Notification Act, each as amended); any claim arising under any all state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any laws regarding employment discrimination and/or federal, state or local agency (laws of any type or description regarding employment, including the Equal Employment Opportunity Commission) pursue but not limited to any claim on his behalf claims arising out from or derivative of or related to his employment with and/or separation from Employee’s employment with the Company. Executive further agrees without any reservation whatsoeverCompany and its Affiliates, never to xxx the Employer or become a party to a lawsuit on the basis of as well as any and all such claims of any type lawfully and validly released in this Releaseunder state contract or tort law.
Appears in 1 contract
Samples: Change in Control Severance Agreement (UNITED THERAPEUTICS Corp)
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, the Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company Corporation and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company Corporation and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “"Employer”"), from any and all causes of action, claims and damages, including attorneys’ feesattorneys'fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Release, concerning his employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any amended);any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of WellCare and/or the Company Corporation (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s 's equity ownership, or (c) under any indemnification or similar agreement with Executive. The Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the CompanyCorporation. The Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.
Appears in 1 contract
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Release, concerning his employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the Company. Executive further agrees without any reservation whatsoever, never to xxx sxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.
Appears in 1 contract
Samples: Separation Agreement (New Generation Biofuels Holdings, Inc)
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, Executive, on his own behalf and Employee agrees on behalf of his Employee and Employee's heirs, executors, administrators, attorneys successors, and assigns, hereby unconditionally that Employee shall waive, release, and irrevocably releasesdischarge Company, waives its past, present, and forever discharges the Company future parent and each of its subsidiary corporations, divisions, affiliates, parentspartners, joint ventures, stockholders, predecessors, successors, predecessorsassigns, and the subsidiariesofficers, directors, owners, members, shareholders, officersattorneys, agents, representatives, employees, former employees, Company's employee benefit plans (and employees of the Company and its affiliatesany administrators, parentsinsurers, successors, predecessorsor fiduciaries thereof), and subsidiaries any other person, firm, or corporation with whom any of them are now or may hereafter be affiliated (collectively, all of the foregoing are referred to as the “Employer”), "Reieased Parties") from any and all claims, debts, promises, agreements, demands, causes of action, claims and damages, including attorneys’ ' fees, whether losses, and expenses of every nature whatsoever, known or unknown, foreseen suspected or unforeseenunsuspected, presently asserted filed or otherwise unfiled, arising through the date of his prior to Employee's signing of this ReleaseAgreement, concerning his or arising out of or in connection with Employee's employment or separation by and/or termination of employment from employmentCompany. Subject to the last sentence of the first paragraph of this Section 1, this Release This total release includes, but is not limited to, any paymentsall claims arising directly or indirectly from Employee's employment with and/or termination from Company, benefits or damages arising under any federal law (including, but not limited to, breach of contract, breach of the implied covenant of good faith and fair dealing, infliction of emotional harm, wrongful discharge, violation of public policy, violation of any Company severance plan, defamation and impairment of economic opportunity, violation of any state or local administrative, statutory, or codified law or regulation dealing with fair employment practices, any claims for violation of the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment ActAct (ADEA), the Employee Retirement Income Security Act of 1974Act, the Americans with Disabilities Equal Pay Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amendedthe Fair Labor Standards Act, the Rehabilitation Act of 1974, the Family and Medical Leave Act (FMLA); any claim arising under any state or local laws, ordinances or regulations the Americans With Disabilities Act of 1990 (includingADA), but not limited tothe ADA Amendments Act of 2008, any state or local lawsthe Consolidated Omnibus Budget Reconciliation Act of 1985, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under and all other federal, state, and local statutes, ordinances, executive orders, and regulations and any common law principle or public policy, including, but not limited to, all suits claims lying in tort or contract, such tort, or equity. It is expressly agreed that this Agreement shall operate as wrongful termination, defamation, emotional distress, invasion a clear and unequivocal waiver by Employee of privacy any claim for benefits or loss consideration other than that which is set forth in Paragraphs 1 and 2 herein. Company and Employee agree that Employee has waived all claims against Company except those claims that as a matter of consortiumlaw are not waivable by an employee against his or her employer. Notwithstanding any other provision of this Release to the contrary, this Release This Agreement does not encompassinclude, and Executive Employee does not releasewaive, waive any rights or discharge, the obligations of the Company claims: (a) to make the payments and provide the other benefits contemplated by the Employment that may arise after Employee signs this Agreement, or ; (b) for alleged workplace injuries or occupational disease that arise under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or state's workers' compensation laws; (c) for benefits in which Employee has a vested right under any indemnification or similar agreement with Executive. Executive understands pension plans; (d) that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived released by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the Company. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.;
Appears in 1 contract
Samples: Severance Agreement (Babcock & Wilcox Enterprises, Inc.)
Waiver and Release. Subject to A. Employer and Employee agree that the last sentence of Employment Agreement previously entered into by the first paragraph parties on June 20, 2017, is terminated and that the terms of this Section 1Agreement supersede the terms of said Employment Agreement.
B. Employee acknowledges that as an at-will employee she has no right to a hearing pursuant to Coconino County Personnel Policy.
C. Employee, Executive, on his own behalf and on behalf of his heirsherself, executorsher marital community property, administrators, attorneys her heirs and assigns, by executing this Agreement hereby unconditionally releases and irrevocably releasesdischarges Coconino County, waives its officers, employees in their official and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officersindividual capacities, agents, and employees of the Company and its affiliates, parents, successors, predecessorsassigns, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), respective insurers from and against any and all losses, liabilities, claims, expenses, demands, and causes of action, claims of every kind and damagesnature whatsoever in law or in equity, including attorneys’ feescontracted or tort, whether known or unknown, foreseen suspected and unsuspected, disclosed and undisclosed, fixed and contingent, whether direct or unforeseenby way of indemnity, presently asserted contribution or otherwise otherwise, including by way of illustration, but not of exclusion, all claims for wages, compensation benefits, damages, disbursements or any other claim arising from or relating to Employee’s employment with the County and all claims for personal injury or other claims encompassing any basis or theory whatsoever including discrimination, harassment, or allegations of defamation, libel or slander through the date of his signing Employee’s resignation.
D. By way of this Release, concerning his employment or separation from employment. Subject to example only and without limiting the last sentence of the first paragraph of this Section 1immediately preceding paragraph, this Release includesrelease is applicable to any cause of action, but is not limited toright, any paymentsclaim, benefits or damages arising liability under any federal law (includingthe following employment statutes, but not limited toas amended: Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246the Arizona Civil Rights Act, the Arizona Employment Protection Act, the Family and Medical Leave Act, and under any other employment law or statute, or any common law principle, including but not limited to wrongful discharge, breach of implied or express contract, breach of the Worker Adjustment covenant of good faith and Retraining Notification Actfair dealing, each intentional or negligent infliction of emotional distress, defamation, or any other tort. Employee agrees not to file and/or to take all steps necessary to withdraw or dismiss with prejudice any administrative action, lawsuit, or other proceeding that Employee may have initiated against County, whether process has been accomplished or not. This waiver and release does not impair Employee’s right to file an administrative charge with the EEOC or to participate in an investigation by the EEOC. However, Employee agrees that if she or any other person, organization, or entity asserts any claim on her behalf, Employee will not seek or accept any personal relief in such action. Employee further agrees that this Agreement may be pleaded as amended); a complete bar to any action or suit before any administrative body, arbitrator, or court with respect to any complaint, charge, or claim arising under any state federal, state, local or local laws, ordinances other law relating to any possible claim that existed or regulations (including, but not limited to, any state may have existed as a result of Employee’s employment or local laws, ordinances or regulations requiring that advance notice be given termination of certain workforce reductions); employment with the County. This Waiver and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompasswaive any claims by Employee for unemployment compensation benefits, workers compensation benefits, claims under the Fair Labor Standards Act, health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA), or claims with regard to vested benefits under a retirement plan governed by Employee Retirement Income Security Act (ERISA)
E. Nothing in Section 3 C or D shall limit any right of Employee under other provisions of this Agreement. Nothing in this Agreement shall be construed as impairing Employee’s rights, if any, under any retirement, pension, profit sharing, or similar plan which rights, if any, shall be governed by the terms of the applicable plan, if any. Nothing in this Agreement shall be construed as impairing Employee’s rights, if any, to continue any group health or life insurance coverage, and Executive does not releasesuch rights, waive or dischargeif any, shall be governed by law in the obligations terms of the Company (a) applicable plan, if any.
F. Employee has been made aware of her rights under the Older Workers Benefit Protection Act, 29-U.S.C. 621 et seq., and understands and agrees that she:
1. Has been offered a period of at least 21 days within which to make consider this Agreement before executing it, and with advice of her counsel, if any, has waived that opportunity after having what she hereby expressly acknowledges and agrees was an adequate and fair period of time within which to review and consider this Agreement.
2. Has carefully read and fully understands all of the payments provisions of this Agreement and provide has agreed to accept all of the other benefits contemplated terms contained herein without any pressure or coercion by the Employment County.
3. By this Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. Executive understands that by signing this Release, he she is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation releasing County from employment with the Company. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims she may have against County accruing through the date of any type lawfully the Agreement.
4. Knowingly and validly released voluntarily agrees to all of the terms set forth in this ReleaseAgreement.
5. Knowingly and voluntarily intends to be legally bound by this Agreement.
6. Had an opportunity to consult with an attorney of her choice prior to executing this Agreement.
7. Has a full seven (7) days following the execution of this Agreement to revoke this Agreement and has been hereby advised in writing that this Agreement shall not become effective or enforceable until the revocation period has expired. If Employee revokes this Agreement within the time frame specified above, she agrees to do so by giving written notice to the Human Resources Department Director. In the event that Employee timely revokes this Agreement after she receives any payment or compensation specified herein, Employee agrees to return said payment or consideration with her notice of revocation.
Appears in 1 contract
Samples: Severance Agreement
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, The Executive, on his or her own behalf and on behalf of his or her heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his or her signing of this Releasethe Waiver and Release Agreement, concerning his or her employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release This release includes, but is not limited to, any claim or entitlement to salary, bonuses (but not including payment of any remaining bonus under the Employment Agreement), any other payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not no limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. The Executive understands that by signing this Release, Waiver and Release Agreement that he or she is not waiving any claims or administrative charges which cannot be waived by law. He or she is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity opportunity Commission) pursue any claim on his or her behalf arising out of or related to his or her employment with and/or separation from employment with the Company. The Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this ReleaseWaiver and Release Agreement.
Appears in 1 contract
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, ExecutiveThe Employee, on his or her own behalf and on behalf of his or her heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his or her signing of this Releasethe Waiver and Release Agreement, concerning his or her employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release This release includes, but is not limited to, any claim or entitlement to salary, bonuses, any other payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. Executive The Employee understands that by signing this Release, Waiver and Release Agreement he or she is not waiving any claims or administrative charges which cannot be waived by law. He or she is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his or her behalf arising out of or related to his or her employment with and/or separation from employment with the Company. Executive The Employee further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this ReleaseWaiver and Release Agreement.
Appears in 1 contract
Waiver and Release. Subject to For valuable consideration from the last sentence Company, receipt of the first paragraph of this Section 1which is hereby acknowledged, ExecutiveEmployee waives, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company and each of its current and former parents, subsidiaries, affiliates, parentsdivisions, successors, predecessors, and the subsidiaries, directorsshareholders, owners, members, officers, directors, attorneys, agents, employees, successors, and assigns, and the Company’s parents’, subsidiaries’, and affiliates’ divisions, shareholders, owners, members, officers, directors, attorneys, agents, and employees of the Company and its affiliates, parentsemployees, successors, predecessors, and subsidiaries assigns (collectively, all of the foregoing are collectively referred to as the “EmployerCompany Releasees”), ) from any and all rights, causes of action, claims and damages, including attorneys’ feesor demands, whether express or implied, known or unknown, foreseen that arise on or unforeseen, presently asserted or otherwise arising through before the date of his signing of that Employee executes this ReleaseAgreement, concerning his which Employee has or may have against the Company and/or the Company Releasees and which related to Employee’s employment or separation from termination of employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, any rights, causes of action, claims, or demands relating to or arising out of the following:
(a) anti-discrimination, anti-harassment, and anti-retaliation laws, such as the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, and Executive Order 11141, which prohibit employment discrimination based on age; Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Civil Rights Act of 1866 (42 U.S.C. § 1981), the Equal Pay Act, and Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Genetic Information Nondiscrimination Act, which prohibits discrimination on the basis of genetic information; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; and any other federal, state, or local laws prohibiting employment or wage discrimination; and
(b) other employment laws, such as the Worker Adjustment and Retraining Notification Act, which requires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Actwhich, Executive Order 11246among other things, protects employee benefits; the Family and Medical Leave Act, which requires employers to provide leaves of absence under certain circumstances; state laws which regulate wage and the Worker Adjustment hour matters, including all forms of compensation, vacation pay, sick pay, compensatory time, overtime, commissions, bonuses, and Retraining Notification Actmeal and break periods; state family, each as amended); any claim arising under any state or local medical, and military leave laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given which require employers to provide leaves of absence under certain workforce reductions)circumstances; the Sarbanes Oxley Act; and any claim arising under other federal, state, or local laws relating to employment which—to the extent Employee performed work for the Company in West Virginia—would include, without limitation, the West Virginia Human Rights Act, and—to the extent Employee performed work for the Company in New Jersey—would include, without limitation, the New Jersey Conscientious Employee Protection Act; and
(c) tort, contract, and quasi-contract claims, such as claims for wrongful discharge, physical or personal injury, intentional or negligent infliction of emotional distress, fraud, fraud in the inducement, negligent misrepresentation, defamation, invasion of privacy, interference with contract or with prospective economic advantage, breach of express or implied contract, unjust enrichment, promissory estoppel, breach of covenants of good faith and fair dealing, negligent hiring, negligent supervision, negligent retention, and similar or related claims; and
(d) all remedies of any common law principle or public policytype, including, but not limited to, damages and injunctive relief, in any action that may be brought on Employee’s behalf against the Company and/or the Company Releasees by any government agency or other entity or person. Employee understands that Employee is releasing claims about which Employee may not know anything at the time Employee executes this Agreement. Employee acknowledges that it is Employee’s intent to release such unknown claims, even though Employee recognizes that someday Employee might learn new facts relating to Employee’s employment or learn that some or all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release the facts Employee currently believes to the contrary, this Release does not encompassbe true are untrue, and Executive does not releaseeven though Employee might then regret having signed this Agreement. Nevertheless, waive or dischargeEmployee acknowledges Employee’s awareness of that risk and agrees that this Agreement shall remain effective in all respects in any such case. Employee expressly waives all rights Employee might have under any laws, including, without limitation, the obligations of the Company (a) laws set forth in Exhibit A to make the payments and provide the other benefits contemplated by the Employment this Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining intended to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. Executive understands that by signing this Release, he is not protect Employee from waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the Company. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Releaseunknown claims.
Appears in 1 contract
Waiver and Release. Subject to In exchange for the last sentence of Benefits the first paragraph of Company will provide you under this Section 1Release Agreement, Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives you release and forever discharges the Company discharge ABM Industries Incorporated, ABM Industry Groups, LLC, GCA Services Group, Inc., and each all of its their respective past, present or future subsidiaries, affiliates, parentsrelated persons or entities, successors, predecessors, and the subsidiariesincluding but not limited to its officers, directors, ownersmanagers, membersemployees, shareholders, officers, agents, attorneys, successors and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries assigns (collectively, all of the foregoing are referred to as collectively the “EmployerReleased Parties”), from any and all causes of actionactions, claims claims, demands and damages, including attorneys’ feeswhether actual or potential, whether known or unknown, foreseen and specifically but not exclusively, which you may have or unforeseen, presently asserted or otherwise arising through claim to have against the Company as of the date you sign this Release Agreement including, without limitation, any and all claims related or in any manner incidental to your employment with the Company or termination of his signing of that employment relationship which you or your heirs, successors, executors, or other representatives may have (“Claims”). All such Claims are forever barred by this Release, concerning his employment or separation from employment. Subject to the last sentence Release Agreement regardless of the first paragraph of this Section 1forum in which such Claims might be brought, this Release includesincluding, but is not limited to, any payments, benefits or damages arising Claims (a) under any federal federal, state or local law governing the employment relationship or its termination (including, but not limited to, Title VII of the Civil Rights Acts of 1964; the Civil Rights Act of 1964, 1991; the Age Discrimination in Employment Act of 1967 (ADEA); the Older Worker Benefit Protection Act (OWBPA); the Americans with Disabilities Act, ; the Family Medical Leave Act; the Employee Retirement Income Security Act of 1974, 1974 (ERISA): the Americans with Disabilities Rehabilitation Act, Executive Order 11246, the Family and Medical Leave Act, and ; the Worker Adjustment and Retraining Notification Act, each as amendedthe National Labor Relations Act (NLRA); any claim arising under any state or local state, local, and other federal employment laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under amendments to any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or foregoing; (b) under any restricted stock agreement, option agreement claims related to status (perceived or other agreement pertaining to Executive’s equity ownership, or actual) as a whistleblower; and/or (c) under the common law for breach of contract, wrongful discharge, promissory estoppel, personal injuries and/or torts. You understand that this is a general waiver and release of all claims, known or unknown, that you may have against the Released Parties based on any indemnification act, omission, matter, cause or similar agreement with Executivething that occurred through the date of your execution of this Release Agreement. Executive understands that In addition, by signing this ReleaseRelease Agreement you acknowledge and agree that you are not aware of any actions or inactions by the Company or any of the Released Parties that you believe may constitute bank fraud, he is wire fraud, securities fraud, any violation of a rule or regulation of the Securities and Exchange Commission (the “SEC”), any violation of federal law, or any violation of the Company’s Code of Business Conduct. The above release does not waiving any waive claims or administrative charges (i) for vested rights under ERISA-covered employee benefit plans as applicable on the date you sign this Release Agreement, (ii) that may arise after you sign this Release Agreement, (iii) which cannot be waived released by law. He is waivingprivate agreement, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commissioniv) pursue any claim on his behalf arising out alleging breach of or related to his employment with and/or separation from employment with the Company. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this ReleaseRelease Agreement.
Appears in 1 contract
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, Executive, on his her own behalf and on behalf of his her heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, Directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his her signing of this Release, concerning his her employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended, and all other employment discrimination laws whatsoever as may be created or amended from time to time); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Separation Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with ExecutiveExecutive or indemnification under the Articles of Incorporation, Bylaws or other governing instruments of the Company . Executive understands that by signing this Release, he she is not waiving any claims or administrative charges which cannot be waived by law. He She is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his her behalf arising out of or related to his her employment with and/or separation from employment with the Company. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.
Appears in 1 contract
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives Xx. Xxxxxx absolutely and forever releases and discharges the Company Occidental and its past and present parent entities, subsidiaries and affiliated entities and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, their shareholders, officers, directors, employees, insurance carriers, predecessors and successors, assigns, agents, and employees of the Company and its affiliatesattorneys, parentsrepresentatives, successorsheirs, predecessorsbenefit plans, and subsidiaries administrators (collectively, all of the foregoing are referred to collectively as the “EmployerOccidental Releasees”)) and each of them from all his claims for relief, from any and all causes of action, claims and liabilities, debts, liens, expenses, damages, including judgments, attorneys’ feesfees and costs of whatever kind or nature whatsoever, whether arising in law or equity, whether currently known or unknown, foreseen or unforeseenlater discovered by him, presently asserted that he has, may have or otherwise claims to have against Occidental Releasees, individually or collectively, arising through out of, relating to, or resulting from any acts or omissions occurring prior to the date of his signing execution of this ReleaseAgreement, concerning including without limitation, such acts or omissions arising out of, relating to or resulting from his employment, termination of employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any paymentscompensation, benefits or damages arising under any federal law other terms or conditions of that employment with Occidental or its past and present parent entities, subsidiaries and affiliated entities (including, referred to collectively as “Released Claims”). Xx. Xxxxxx represents that he is unaware of any workers’ compensation claim brought on his behalf or any facts on which such a claim could be brought.
(a) Xx. Xxxxxx'x Released Claims include but are not limited toto all claims arising out of any express or implied agreement, or any California, Texas, New York or other state, municipal, local, Federal or foreign constitution, statute, regulation or ordinance, order, public policy or common law, examples of which include, without limitation: Title VII of the Civil Rights Act of 1964, the ; Civil Rights Act of 1991; Civil Rights Act of 1866; Equal Pay Act; Age Discrimination in Employment Act, the Act of 1967; Employee Retirement Income Security Act of 1974, the ; Americans with Disabilities Act, Executive Order 11246, the ; Family and Medical Leave Act, Act of 1993; United States Executive Orders 11246 and 11375; Regulations of the Office of Federal Contract Compliance Program; Rehabilitation Act of 1973; Worker Adjustment Retraining and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given New York Human Rights Laws; Texas Commission on Human Rights Act; Texas Labor Code Section 21.001 et seq.; California Government Code Section 12900 et seq.; all provisions of certain workforce reductions)the California Labor Code; Orders of the California Industrial Welfare Commission; and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or foregoing as they may have been amended.
(b) under Xx. Xxxxxx'x Released Claims do not include obligations created by this Agreement or any restricted stock agreementexisting rights to indemnity pursuant to statute, option agreement or other agreement pertaining to Executive’s equity ownershipcontractual indemnity, or (c) under By-law provisions of Occidental or any indemnification or similar agreement with Executive. Executive understands that by signing this Releaseof its parent entities, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the Company. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any subsidiaries and all claims of any type lawfully and validly released in this Releaseaffiliated entities.
Appears in 1 contract
Samples: Retirement Agreement (Occidental Petroleum Corp /De/)
Waiver and Release. Subject to the last sentence For and in consideration of the first paragraph payments and benefits provided in paragraphs and 3 of this Section 1the Separation Agreement (the “Severance Amount”), Executive, on his own behalf for and on behalf of his Executive and her heirs, administrators, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releaseseffective as of the Effective Date (as defined in Section 2 below), waives does fully and forever discharges the Company waive and each of its affiliatesrelease, parents, successors, predecessorsremise, and discharge the subsidiariesCompany, directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parentssubsidiaries, successors, predecessorsdivisions, and subsidiaries related companies, and its and their present, former, and future successors and assignees, and all of its and their current, former, and future owners, officers, stockholders, employees, officers, attorneys, accountants, directors, assigns, and agents thereof, both individually and in their representative capacities, and insurers, Company employee benefit plans, programs, arrangements and their administrators, functionaries and fiduciaries (collectively, all of the foregoing are referred to as the “EmployerInovalon Parties”), from any and all claims, suits and causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen in any way arising out of, relating to, or unforeseenresulting from: (a) Executive’s employment with any of the Inovalon Parties or the termination thereof; (b) any fact, presently asserted statement, or otherwise arising conduct made or occurring prior to the execution of this Release by Executive; (c) Executive’s employment or business custom, practice, or policy of any of the Inovalon Parties; or (d) any conduct or decision of any of the Inovalon Parties which in any way affected Executive, or discussions leading up to and/or culminating in the Separation Agreement, or Executive’s rights, if any, to any benefit due to Executive under any pension plan based upon Executive’s service with the Company through the date Termination Date. This release of his signing of this Release, concerning his employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release claims includes, but is not limited to, any payments, benefits or damages all claims arising under any federal law (includingthe National Labor Relations Act, but not limited to, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Americans with Disabilities Act of 1990, as amended; the Family and Medical Leave Act, as amended; the Age Discrimination in Employment Act, as amended; the Employee Retirement Income Security Occupational Safety and Health Act of 19741990, as amended; the Americans with Disabilities Maryland Occupational Safety and Health Laws, as amended; the Maryland Equal Pay Law, as amended; the Maryland Human Rights Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (civil or human rights law or any other federal, state or local law, regulation or ordinance; any public policy, contract, tort, or common law; or any allegations for compensation, damages, costs, fees, or other expenses, including the Equal Employment Opportunity Commission) pursue attorneys’ fees incurred in these matters. This general release may not be construed to waive any claim on his behalf right that is not subject to waiver by private agreement, including without limitation, any claims arising out of under state unemployment insurance or related to his employment with and/or separation from employment with the Company. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Releaseworkers compensation laws.
Appears in 1 contract
Samples: Executive Separation Agreement (Inovalon Holdings, Inc.)
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, Executivethe Employee, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company and each of its affiliates, parents, subsidiaries, successors, and predecessors, and the subsidiarieseach of their respective directors, directorstrustees, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Release, concerning his employment or separation from employmentemployment with the Company and any services that he provided to the Company. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended, and all other employment discrimination laws whatsoever as may be created or amended from time to time); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions), including, but not limited to, the Chicago Human Rights Ordinance, the Xxxx County Human Rights Ordinance, the Illinois Human Rights Act, as amended, and the Illinois Constitution; and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive the Employee does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Separation Agreement, or (b) under any restricted stock agreement, option restricted stock unit agreement, LTIP unit agreement or other agreement pertaining to Executivethe Employee’s equity ownership, or (c) under any indemnification or similar agreement with Executivethe Employee or indemnification under the Amended and Restated Bylaws or other governing instruments of the Company. Executive The Employee understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waivingNothing in this Release shall be construed to prohibit the Employee from commencing or otherwise assisting in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state or local government agency; provided, however, the Employee waives any right to monetary recovery or individual relief in connection with any such proceeding or should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim one be pursued on his behalf arising out of or related to his employment with and/or separation from employment with the Company. Executive For the avoidance of doubt, nothing herein prevents the Employee from pursuing a whistleblower claim under applicable law. The Employee further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.
Appears in 1 contract
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company Corporation and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company Corporation and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Release, concerning his employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of WellCare and/or the Company Corporation (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the CompanyCorporation. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.
Appears in 1 contract
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, ExecutiveThe Employee, on her/his own behalf and on behalf of her/his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of her/his signing of this ReleaseRelease Agreement, concerning her/his employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release This release includes, but is not limited to, any claim or entitlement to salary, bonuses, any other payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended)) and any other federal, state, local or foreign law relating to notice of employment termination or to severance pay; any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. Executive The Employee understands that by signing this Release, Release Agreement she/he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on her/his behalf arising out of or related to her/his employment with and/or separation from employment with the CompanyEmployer. Executive further agrees The Employee understands that this Release Agreement, does not limit or interfere with the Employee’s right, without notice to or authorization of the Employer, to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any reservation whatsoeverother self-regulatory organization or any other federal, never state or local governmental agency or commission (each a “Governmental Agency”), or to xxx testify, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency in the Employer event Employee file a charge or become complaint with a party to Governmental Agency, or a lawsuit Governmental Agency asserts a claim on the basis Employee’s behalf, the Employee agrees that the Employee’s release of any and all claims of any type lawfully and validly released in this ReleaseRelease Agreement shall nevertheless bar the Employee’s right (if any) to any monetary or other recovery (including reinstatement) with respect to released claims, except that the Employee does not waive: (i) the Employee’s right to receive an award from the Securities and Exchange Commission pursuant to Section 21 F of the Securities Exchange Act of 1934, and (ii) any other claims or administrative charges which cannot be waived by law. The Employee expressly waives the benefits of Section 1542 of the California Civil Code which provides that: The Employee, being aware of said code section, understands and acknowledges the significance and consequences of such specific waiver of Section 1542 and agrees to expressly waive any rights Employee may have thereunder, as well as under any other statute or common law principles of similar effect. The Employee hereby assumes full responsibility for any injuries, damages or losses that the Employee may incur as a result of such waiver.
Appears in 1 contract
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, the Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company Corporation and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company Corporation and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “"Employer”"), from any and all causes of action, claims and damages, including attorneys’ ' fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Release, concerning his employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of WellCare and/or the Company Corporation (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s 's equity ownership, or (c) under any indemnification or similar agreement with Executive. The Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the CompanyCorporation. The Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.
Appears in 1 contract
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, Executive, on his own behalf and on On behalf of his Employee and Employee’s marital community, if any, heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably Employee expressly waives, releases, waives and forever discharges the Company and each acknowledges satisfaction of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees all claims of any kind against the Company and its affiliatespresent, parentsformer, and future Affiliates, related entities, predecessors, successors, predecessorsand assigns, and subsidiaries (collectively, all of the foregoing are referred to as their present, former, and future officers, directors, stockholders, partners, members, employees, agents, representatives, and attorneys, in their individual and representative capacities (collectively the “EmployerReleased Parties”). Except as stated below, from this waiver and release is comprehensive and includes any and all rights, actions, claims (including claims to attorneys’ fees), causes of action, claims and disputes, damages, including attorneys’ feesexpenses or costs, whether known or unknown, foreseen based upon acts or unforeseen, presently asserted omissions occurring or otherwise arising through the date of his signing that could be alleged to have occurred at or before Employee’s execution of this ReleaseAgreement (“Released Claims”). Released Claims include, concerning his employment without limitation, all claims for wages, compensation, including claims for separation benefits, acceleration or separation from other compensation under the Employment Agreement, stock or stock options (including claims relating to continued vesting under the Equity Agreements), employee benefits, and damages of any kind whatsoever arising out of any: contract, express or implied; tort; covenant of good faith and fair dealing; estoppel or misrepresentation; defamation; discrimination; harassment; retaliation; wrongful termination or any legal restriction on the Company’s right to terminate Employee’s employment. Subject to the last sentence of the first paragraph of this Section 1; any federal, this Release includesstate, but is not limited tolocal, any paymentsor other governmental statute, benefits ordinance, or damages arising under any federal law (regulation, including, but not limited towithout limitation and as amended from time to time, the Age Discrimination in Employment Act (“ADEA”), the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 112461974 (“ERISA”), the Family and Medical Leave Act, the Fair Credit Reporting Act, the Occupational Safety and Health Act (“OSHA”), the California Fair Employment and Housing Act, the California Labor Code, including without limitation Sections 98.6, 98.7, and 132a, and the Worker Adjustment California Family Rights Act. Employee acknowledges and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring agrees that advance notice be given included in the General Release of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executive. Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the Company. Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit on the basis of are any and all claims that have been or may be asserted by Employee or by any other person or entity on Employee’s behalf in any class or collective action relating to Employee’s employment and/or termination of employment with Employer. Excluded from this waiver and release are claims that arise after this Agreement is executed, claims of vested rights under XXXXX, unemployment compensation claims, workers’ compensation claims, claims challenging the validity of this Agreement under the ADEA, claims for breach or enforcement of this Agreement, claims for indemnity under California Labor Code section 2802, and/or any type other claim that may not be lawfully and validly released in under this ReleaseAgreement.
Appears in 1 contract
Samples: Separation Agreement (Neoleukin Therapeutics, Inc.)
Waiver and Release. Subject As a material inducement for the Executive and the Company to the last sentence enter into this Agreement, each of the first paragraph of this Section 1, Executive, on his own behalf them hereby irrevocably and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives releases and forever discharges the Company and each of other as detailed below. In exchange for the consideration described in Paragraph 3 above, the Executive hereby releases the Company, its parents, affiliates, parentssubsidiaries, successors, predecessors, and the subsidiariesshareholders, directors, owners, members, shareholders, officers, agentsagents and employees from all claims, demands and causes of action whatsoever that she may have as a result of events occurring during, or events related to, her employment by the Company, including but not limited to the termination of that employment, and employees covenants not to bring a lawsuit to assert such claim, demand or cause of action. In exchange for said consideration, the Company and its affiliatesExecutive further agrees to accept no benefit in any form offered to her as a result of actions taken by any other person or by a federal, parentsstate or local organization concerning events occurring, successorsor events related to, predecessorsthe Executive's employment by the Company, and subsidiaries (collectivelyincluding but not limited to the termination of that employment. The Executive acknowledges that the claims, all of the foregoing are referred to as the “Employer”), from any and all demands or causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Release, concerning his employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includesaction she is hereby releasing include, but is are not limited to, any paymentsclaims, benefits demands or damages arising causes of action she may have under any federal law (includinglaws such as, but not limited towithout limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Equal Pay Act, the Employee Retirement Income Security Family and Medical Leave Act of 1974, and the Americans with Disabilities Act, Executive Order 11246as well as any claims, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising demands or causes of action she may have under any state or local laws, ordinances laws or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring ordinances. The Executive acknowledges that advance notice be she has been given a reasonable period of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits time in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of which to consider this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Agreement, or (b) under that she has been advised to consult with an attorney concerning this Agreement and that she has been given a reasonable period of time in which to consult an attorney concerning this Agreement. The Company, on behalf of its officers, directors, employees, agents, counsel, successors, assigns and related entities hereby releases and forever discharges the Executive, her heirs, assigns and representatives from any restricted stock agreementand all claims, option agreement or liabilities, damages, costs and other agreement pertaining to Executive’s equity ownership, or (c) under obligations in any indemnification or similar agreement with Executive. Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf manner arising out of or related attributable to his employment with and/or separation from her employment with the Company, and will indemnify and hold harmless the Executive, her heirs, assigns and representatives from such claims, except those claims attributable to the gross negligence or willful misconduct of the Executive. This Agreement does not waive or release rights or claims for occurrences after the Resignation Date. This Agreement does not preclude the Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to Company from filing a lawsuit on against the basis other for purposes of any and all claims of any type lawfully and validly released in enforcing rights conferred to each other under this ReleaseAgreement.
Appears in 1 contract
Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, the Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company and each of its affiliates, parents, subsidiaries, successors, and predecessors, and the subsidiarieseach of their respective directors, directorstrustees, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his signing of this Release, concerning his employment or separation from employmentemployment with the Company and any services that he provided to the Company. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended, and all other employment discrimination laws whatsoever as may be created or amended from time to time); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions), including, but not limited to, the Chicago Human Rights Ordinance, the Cook County Human Rights Ordinance, the Illinois Human Rights Act, as amended, and the Illinois Constitution; and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and the Executive does not release, waive or discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by the Employment Change in Control Agreement, or (b) under any restricted stock agreement, option restricted stock unit agreement, LTIP unit agreement or other agreement pertaining to the Executive’s equity ownership, or (c) under any indemnification or similar agreement with Executivethe Executive or indemnification under the Amended and Restated Bylaws or other governing instruments of the Company. The Executive understands that by signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law. He is waiving, however, Nothing in this Release shall be construed to prohibit the Executive from commencing or otherwise assisting in any right to monetary recovery investigation or individual relief should proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state or local agency (including government agency. For the Equal Employment Opportunity Commission) pursue any avoidance of doubt, nothing herein prevents the Executive from pursuing a whistleblower claim on his behalf arising out of or related to his employment with and/or separation from employment with the Companyunder applicable law. The Executive further agrees without any reservation whatsoever, never to xxx sue the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release.
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