Your Release of Claims. You hereby agree and acknowledge that, by signing this Agreement and accepting the Severance Pay, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 For purposes of this Agreement, the Company includes Sera Prognostics, Inc. and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns.
Appears in 3 contracts
Samples: Separation Agreement (Sera Prognostics, Inc.), Separation Agreement (Sera Prognostics, Inc.), Separation Agreement (Sera Prognostics, Inc.)
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PayAgreement, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company1/ of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act and any similar Federal and state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law. 1/ For purposes of this Agreement, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns. Notwithstanding the foregoing, nothing contained in this Release constitutes a waiver of any Claims you may have against the Company arising from or related to the Indemnification Agreement and By-laws provisions referenced in Section 8 of the Employment Agreement, dated January 1, 2014, entered into between you and the Company. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. Also, nothing in this Agreement: (i) prohibits or restricts you from filing a charge or complaint against the Company with any federal, state or local government authority, including a charge of unlawful discrimination with the Equal Employment Opportunity Commission or a state or local government authority responsible for enforcing laws prohibiting discriminatory employment practices; (ii) prohibits or restricts you from communicating with, providing relevant information to or otherwise cooperating with any government authority, including the EEOC or a state or local government authority responsible for enforcing laws prohibiting discriminatory employment practices, including without limitation, responding to any inquiry from such government authority, including an inquiry about the existence of this Agreement or its underlying facts; or (iii) requires you to notify the Company of your communications with or inquiries from any government authority. To the maximum extent permitted by law, however, you are not entitled to recover any legal or equitable remedies, including reinstatement or monetary damages, in the case of any administrative claim that he files or in which he participates, except as set forth herein and except that he retains the right to receive an award for actionable information he provides to a government authority. . By: Pxxx XxXxxxxx Date signed: THIS COMPROMISE AGREEMENT (the “Agreement”) is made as of [•] by and between Cyclacel Pharmaceuticals, Inc. (the “Employer”) and Pxxx XxXxxxxx (the “Executive”).
Appears in 3 contracts
Samples: Employment Agreement (Cyclacel Pharmaceuticals, Inc.), Employment Agreement (Cyclacel Pharmaceuticals, Inc.), Employment Agreement (Cyclacel Pharmaceuticals, Inc.)
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance Separation Pay, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company1/ of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Civil Rights Act of 1991, the Americans With Disabilities Act and any similar state statutes. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. 1/ For purposes of this Agreement, the Company includes Sera Prognostics, Inc. and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries Company and all other related entities, and its and their present and former and current directors, officers, partners, employees, trustees, agents, successors and assigns. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under applicable law. Notwithstanding the foregoing, this section does not release the Company from any obligations expressly set forth in this Agreement nor is the Company released from any obligation to indemnify you as required by law. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. Also, because you are over the age of 40, and consistent with the provisions of the Age Discrimination in Employment Act (“ADEA”), which prohibits discrimination on the basis of age, the Company is providing you with twenty-one (21) days in which to consider and accept the terms of this Agreement by signing below and returning it to me. In addition, you may rescind your assent to this Agreement if, within seven (7) days after you sign this Agreement, you deliver by hand or send by mail (certified, return receipt and postmarked within such 7 day period) a notice of rescission to me. The eighth day following your signing of this Agreement is the Effective Date. Also, consistent with the provisions of the discrimination laws, nothing in this release shall be deemed to prohibit you from challenging the validity of this release under the Federal age or other discrimination laws or state equivalent (the “Discrimination Laws”) or from filing a charge or complaint of employment-related discrimination with the Equal Employment Opportunity Commission (“EEOC”) or state equivalent, or from participating in any investigation or proceeding conducted by the EEOC or state equivalent. Further, nothing in this release or Agreement shall be deemed to limit the Firm’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim under the Discrimination Laws. It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Agreement. To that end, you have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement.
Appears in 2 contracts
Samples: Separation Agreement (Achillion Pharmaceuticals Inc), Separation Agreement (Achillion Pharmaceuticals Inc)
Your Release of Claims.
(a) You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PaySeparation Benefits, and for other good and valuable considerationconsideration provided for in this Agreement, you are waiving and releasing your right to assert any form of legal claim against Company and each of Insperity, their respective affiliates, parents, subsidiaries and related entities and all forms of legal claims against the Company1 of foregoing entities’ owners, shareholders, partners, directors, officers, employees, trustees, agents, successors and assigns (the “Company Parties”) whatsoever for any kind whatsoeveralleged action, whether known inaction or unknown, circumstance existing or arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Effective Date. Except as set forth below, your Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against Company or any of the Company Parties seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the CompanyCompany or any Company Party, for any alleged action, inaction or circumstance existing or arising through the Execution Effective Date. 1 For purposes Without limiting the generality of the foregoing, you specifically waive and release Company and the Company Parties from any waivable claim arising from or related to your employment relationship with Company through the Effective Date including, without limitation:
(i) Claims under any Connecticut or Massachusetts (or any other state) or federal discrimination, fair employment practices, or other employment related statute, regulation or executive order (as amended through the Effective Date), including but not limited to the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act (29 U.S.C. § 621 et seq.), the Civil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991 (42 U.S.C. § 2000e et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Genetic Information Non-Discrimination Act (42 U.S.C. §2000ff et seq.), the Uniformed Services Employment and Reemployment Rights Act of 1994 (38 U.S.C. § 4301 et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Xxxx Xxxxxxxxx Fair Pay Act, the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Rehabilitation Act of 1973, the Connecticut Fair Employment Practices Act, the Connecticut Equal Pay for Equal Work statute, the Massachusetts Fair Employment Practices Statute, the Massachusetts Equal Rights Act, Massachusetts Civil Rights Act, the Massachusetts Wage Act, the Massachusetts Minimum Fair Wages Act, the Massachusetts Equal Pay Act and any other similar federal, state or local statute.
(ii) Claims under any Connecticut or Massachusetts (or any other state) or federal employment related statute, regulation or executive order (as amended through the Effective Date) relating to wages, hours or any other terms and conditions of employment, including but not limited to the National Labor Relations Act (29 U.S.C. § 151 et seq.), the Family and Medical Leave Act (29 U.S.C. §2601 et seq.), the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1000 et seq.), COBRA (29 U.S.C. § 1161 et seq.), the Worker Adjustment and Retraining Notification Act (29 U.S.C. § 2101 et seq.), the Massachusetts Paid Family and Medical Leave Act, the Connecticut Paid Family Leave Act, and any similar Connecticut, Massachusetts or other federal, state or local statute, and specifically including Claims related to salary, overtime, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay, severance pay, or retaliation.
(iii) Claims under any Connecticut or Massachusetts (or any other state) or federal common law theory, including, without limitation, wrongful discharge, breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, privacy violations, invasion of privacy, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, wrongful termination in violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, fraudulent inducement, misrepresentation, deceit, fraud or negligence, rehire or reemployment rights or any claim to attorneys’ fees under any applicable statute or common law theory of recovery.
(iv) Claims under any Connecticut or Massachusetts (or any other state) or federal statute, regulation, or executive order (as amended through the Effective Date) relating to whistleblower protections, violation of public policy, or any other form of retaliation or wrongful termination, including but not limited to the Xxxxxxxx-Xxxxx Act of 2002, the Connecticut Whistleblower Protection Act and any similar Connecticut, Massachusetts or other federal, state or local statute.
(v) Claims under any Company employment, compensation, bonus, benefit, stock option, incentive compensation, restricted stock, and/or equity plan, program, policy, practice, or agreement, including, without limitation, any equity award or plan, or employment agreement, including the Offer Letter between you and the Company dated as of February 29, 2020, as amended by letter agreement dated November 18, 2020 (the “Employment Agreement”), other than as such rights have been specifically preserved under this Agreement; or
(vii) Any other Claim arising under other local, state, or federal law.
(b) Notwithstanding the foregoing, this Section 4 does not:
(i) Release Company or any Company Party from any obligation expressly set forth in this Agreement.
(ii) Waive or release any rights you may have to vested benefits under the Company-sponsored employee benefit plans in which you participated, including the Company’s 401(k) plan.
(iii) Waive or release any legal claims which you may not waive or release by law, including obligations under workers’ compensation laws.
(iv) Prohibit you from (i) filing a charge with, or participating in or assisting with an investigation or proceeding conducted by, any governmental, regulatory and/or administrative entity or agency (including the Securities Exchange Commission, the Equal Employment Opportunity Commission, the Connecticut Commission of on Human Rights and Opportunities, Massachusetts Commission Against Discrimination, and/or OSHA); (ii) filing and, including as provided for under Section 21F of the Securities Exchange Act of 1934 (and Regulation 21F thereunder), maintaining the confidentiality of, a claim with a governmental, regulatory and/or administrative entity or agency that is responsible for enforcing a law; or (iii) providing truthful information to a governmental, regulatory and/or administrative entity or agency, law enforcement, or court, in response to compulsory legal process or as otherwise required by law or legal process or as permitted by Section 21F of the Securities Exchange Act of 1934 (or Regulation 21F thereunder); provided, however, you waive the right to recover any personal damages or other personal relief based on any claim, cause of action, demand, lawsuit or similar that is waived pursuant to this Agreement and brought by you or on your behalf by any third party, including as a member of any class or collective action, except that you do not waive any right to receive and fully retain any monetary award from a government-administered whistleblower award program for providing information to a government agency, including but not limited to damages or relief that may be available to you pursuant to such a program under the Securities Exchange Act of 1934. You are not required to inform the Company that you have engaged in any of the activities described in this Section.
(c) You understand and expressly agree that this Agreement extends to all claims of every nature and kind, known or unknown, suspected, or unsuspected, past, present, or future, arising from or attributable to any conduct of Company or any Company Party, whether set forth in any pleading or demand referred to in this Agreement or not. You acknowledge that you may later discover facts in addition to or different from those which you now believe to be true with respect to the matters released in this Agreement. You, however, agree that you have taken that possibility into account in reaching this Agreement, and that the release in this Agreement will remain in effect as a full and complete release notwithstanding the discovery or existence of additional or different facts.
(d) You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the Separation Benefits provided to you under the terms of this Agreement, the Company includes Sera Prognostics, Inc. and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns..
Appears in 2 contracts
Samples: Separation Agreement (Butterfly Network, Inc.), Separation Agreement (Butterfly Network, Inc.)
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance Payseverance payments to be provided to you, and for other good and valuable considerationconsideration provided for in this Agreement, you are waiving your right to assert any and all forms form of legal claims claim against the Company1 Company (as it is defined above) of any kind whatsoever, whether known or unknown, arising whatsoever from the beginning of time through the date you execute this Agreement (the “Execution Date”)Agreement. You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form form. of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising up through the Execution Datedate you sign this Agreement. 1 For purposes Without limiting the foregoing general waiver and release of claims, you specifically waive and release the Company from any Claim arising from or related to your employment relationship with the Company or the termination thereof, including, without limitation:
(i) Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the execution date of this Agreement) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Massachusetts or other state statute.
(ii) Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the execution date of this Agreement) relating to wages, hours or any other terms and conditions of employment. Without limitation, specifically included in this paragraph are any Claims arising under the Fair Labor Standards Act, the Family and Medical Leave Act of 1993, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any similar Massachusetts or other state statute.
(iii) Claims under’ any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence.
(iv) Any other Claim arising under state or federal law. Notwithstanding the foregoing, this Section shall not release the Company from any obligation expressly set forth in this Agreement, nor are you releasing any claims to vested benefits (e.g., your vested 401(k) balance) or to any rights to indemnification that you may have pursuant to insurance policy, Company by-law, charter or operating agreement, and/or applicable law. You explicitly acknowledge that because you are over forty (40) years of age, you have specific rights under the Age Discrimination in Employment Act and the Older Workers Benefits Protection Act (“OWBPA”), which prohibit discrimination on the basis of age, and that the releases set forth in this section are intended to release any right that you may have to file a claim against the Company alleging discrimination on the basis of age. Consistent with the provisions of OWBPA, the Company includes Sera Prognosticsis providing you with twenty-one (21) days or more in which to consider and accept the terms of this Agreement by signing below and returning it to the Company at the address above. Of course, Inc. you may choose to sign and any return this Agreement sooner than such date if you wish, In addition, you may rescind your assent to this Agreement if, within seven (7) days after you sign this Agreement, you deliver a notice of its divisionsrescission to the Company at the address above. To be effective, affiliates such rescission must be hand delivered or postmarked within the seven (which means all persons 7) day period and entities directly or indirectly controllingsent by certified mail, controlled by or under common control return receipt requested, to the Company at the address above. Also, consistent with the Companyprovisions of the ADEA and other Federal Discrimination Laws, nothing in this release shall be deemed to prohibit you from challenging the validity of this release under the federal age or other discrimination laws (the “Federal Discrimination Laws”) or from filing a charge or complaint of age or other employment related discrimination with the Equal Employment Opportunity Commission (“EEOC”), parentsor from participating in any investigation or proceeding conducted by the EEOC. Further, subsidiaries nothing in this release or Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Federal Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and all other related entitiesprevail in any claim under the Federal Discrimination Laws. You acknowledge and agree that, but for providing this waiver and its release of claims, you would not be receiving the severance being provided to you under the terms of the Employment Agreement and their former and current directors, officers, employees, trustees, agents, successors and assigns.this Agreement,
Appears in 2 contracts
Samples: Separation Agreement (Spero Therapeutics, Inc.), Separation Agreement (Spero Therapeutics, Inc.)
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance Payrelease agreement (this “Release), and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement Release (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Federal and state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence.
1 For purposes of this AgreementRelease, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns. ** Any other Claim arising under state or federal law. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Release. To that end, you have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Also, because you are over the age of 40, the Age Discrimination in Employment Act (“ADEA”), which prohibits discrimination on the basis of age, allows you at least twenty-one (21) days to consider the terms of this Release. ADEA also allows you to rescind your assent to this Release if, within seven (7) days after you sign this Agreement, you deliver by hand or send by mail (certified, return receipt and postmarked within such 7 day period) a notice of rescission to the Company. If no such rescission notice is provided by you to the Company, then the eighth day following the Execution Date is the “Effective Date” of this Release. Furthermore, nothing in this Release shall be deemed to prohibit you from challenging the validity of this Release under the federal discrimination laws of the United States (the “Federal Discrimination Laws”) or from filing a charge or complaint of employment-related discrimination with the Equal Employment Opportunity Commission (“EEOC”), or from participating in any investigation or proceeding conducted by the EEOC. Further, nothing in this Release shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Federal Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this Release and prevail in any claim under the Federal Discrimination Laws.
Appears in 2 contracts
Samples: Employment Agreement (Titanium Asset Management Corp), Employment Agreement (Titanium Asset Management Corp)
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PaySeparation Benefits, and for other good and valuable considerationconsideration provided for in this Agreement, you are waiving and releasing your right to assert any and all forms form of legal claims claim against Company, any of Company Affiliates, their respective successors, predecessors and assigns and each of their respective owners, shareholders, partners, directors, officers, employees, trustees, agents, successors and assigns (the Company1 of “Company Parties”) whatsoever for any kind whatsoeveralleged action, whether known inaction or unknown, circumstance existing or arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Effective Date. Except as set forth below, your Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company or any of Company Parties seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the CompanyCompany or any Company Party, for any alleged action, inaction or circumstance existing or arising through the Execution Effective Date. 1 For purposes Without limiting the generality of this Agreementthe foregoing, you specifically waive and release Company and Company Parties from any waivable Claim arising from or related to your employment relationship with Company through the Effective Date including, without limitation:
(i) Claims under any Minnesota (or any other state) or federal discrimination, fair employment practices, or other employment related statute, regulation or executive order (as amended through the Effective Date), including but not limited to the Age Discrimination in Employment Act (the “ADEA”) and Older Workers Benefit Protection Act (the “OWBPA”) (29 U.S.C. § 621 et seq.), the Company includes Sera PrognosticsCivil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991 (42 U.S.C. § 2000e et seq.), Inc. the Equal Pay Act (29 U.S.C. § 201 et seq.), the Genetic Information Non Discrimination Act (42 U.S.C. §2000ff et seq.), the Uniformed Services Employment and Reemployment Rights Act of 1994 (38 U.S.C. § 4301 et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Xxxx Xxxxxxxxx Fair Pay Act, the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Rehabilitation Act of 1973, the Minnesota Human Rights Act (the “MHRA”), Minnesota Equal Pay for Equal Work Law, Minnesota family leave law, Minnesota personnel record access statute.
(ii) Claims under any Minnesota (or any other state) or federal employment related statute, regulation or executive order (as amended through the Effective Date) relating to wages, hours or any other terms and conditions of employment, including but not limited to the Fair Labor Standards Act (29 U.S.C. § 201 et seq.), the National Labor Relations Act (29 U.S.C. § 151 et seq.), the Family and Medical Leave Act (29 U.S.C. §2601 et seq.), the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1000 et seq.), COBRA (29 U.S.C. § 1161 et seq.), the Worker Adjustment and Retraining Notification Act (29 U.S.C. § 2101 et seq.), and any of its divisions, affiliates (which means all persons and entities directly similar Minnesota or indirectly controlling, controlled by other state or under common control with the Company), parents, subsidiaries and all other related entitiesfederal statute, and its and their former and current directorsspecifically including Claims related to salary, officersovertime, employeescommissions, trusteesvacation pay, agentsholiday pay, successors and assignssick leave pay, dismissal pay, bonus pay, severance pay, or retaliation.
Appears in 2 contracts
Samples: Separation Agreement (Quantum-Si Inc), Separation Agreement (Quantum-Si Inc)
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance Pay, benefits under this Agreement and for other good and valuable considerationconsideration provided for in this Agreement, you are waiving and releasing your right to assert any form of legal claim against Company and each of Insperity, their respective affiliates, parents, subsidiaries and related entities and all forms of legal claims against the Company1 of foregoing entities’ owners, shareholders, partners, directors, officers, employees, trustees, agents, successors and assigns (the “Company Parties”) whatsoever for any kind whatsoeveralleged action, whether known inaction or unknown, circumstance existing or arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Effective Date, you have not filed any complaintsand upon your re-execution of this Agreement, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Re-Affirmation Date. Except as set forth below, your Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against Company or any of the Company Parties seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the CompanyCompany or any Company Party, for any alleged action, inaction or circumstance existing or arising through the Execution Effective Date. 1 For purposes Without limiting the generality of the foregoing, you specifically waive and release Company and the Company Parties from any waivable claim arising from or related to your employment relationship with Company through the Effective Date including, without limitation:
(i) Claims under any Connecticut or New York (or any other state) or federal discrimination, fair employment practices, or other employment related statute, regulation or executive order (as amended through the Effective Date), including but not limited to the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act (29 U.S.C. § 621 et seq.), the Civil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991 (42 U.S.C. § 2000e et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Genetic Information Non-Discrimination Act (42 U.S.C. §2000ff et seq.), the Uniformed Services Employment and Reemployment Rights Act of 1994 (38 U.S.C. § 4301 et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Lxxx Xxxxxxxxx Fair Pay Act, the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Rehabilitation Act of 1973, the Connecticut Fair Employment Practices Act, the Connecticut Equal Pay for Equal Work statute, the New York State and City Human Rights Laws and the New York Labor Law and any other similar federal, state or local statute.
(ii) Claims under any Connecticut or New York (or any other state) or federal employment related statute, regulation or executive order (as amended through the Effective Date) relating to wages, hours or any other terms and conditions of employment, including but not limited to the National Labor Relations Act (29 U.S.C. § 151 et seq.), the Family and Medical Leave Act (29 U.X.X. §0000 et seq.), the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1000 et seq.), COBRA (29 U.S.C. § 1161 et seq.), the Worker Adjustment and Retraining Notification Act (29 U.S.C. § 2101 et seq.), the New York Paid Family Leave Act, the Connecticut Paid Family Leave Act, and any similar Connecticut, New York or other federal, state or local statute, and specifically including Claims related to salary, overtime, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay, severance pay, or retaliation.
(iii) Claims under any Connecticut or New York (or any other state) or federal common law theory, including, without limitation, wrongful discharge, breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, privacy violations, invasion of privacy, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, wrongful termination in violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, fraudulent inducement, misrepresentation, deceit, fraud or negligence, rehire or reemployment rights or any claim to attorneys’ fees under any applicable statute or common law theory of recovery.
(iv) Claims under any Connecticut or New York (or any other state) or federal statute, regulation, or executive order (as amended through the Effective Date) relating to whistleblower protections, violation of public policy, or any other form of retaliation or wrongful termination, including but not limited to the Sxxxxxxx-Xxxxx Act of 2002, the Connecticut Whistleblower Protection Act and any similar Connecticut, New York or other federal, state or local statute.
(v) Claims under any Company employment, compensation, bonus, benefit, stock option, incentive compensation, restricted stock unit, and/or equity plan, program, policy, practice, or agreement, including, without limitation, any equity award or plan, or employment agreement, including the Offer Letter between you and the Company dated as of February 29, 2020, as amended by letter agreement dated November 18, 2020 (the “Employment Agreement”), other than as such rights have been specifically preserved under this Agreement; or
(vii) Any other Claim arising under other local, state, or federal law.
(b) Notwithstanding the foregoing, this Section 7 does not:
(i) Release Company or any Company Party from any obligation expressly set forth in this Agreement.
(ii) Waive or release any rights you may have to vested benefits under the Company-sponsored employee benefit plans in which you participated, including the Company’s 401(k) plan.
(iii) Waive or release any legal claims which you may not waive or release by law, including obligations under workers’ compensation laws.
(iv) Waive or release any right that you may have to indemnification from the Company under its Certificate of Incorporation, the Indemnification Agreement executed between you and the Company dated as of February 12, 2021 (the “Indemnification Agreement”), which Indemnification Agreement survives the execution and Re-Affirmation of this Agreement, or coverage under the Company’s directors and officers insurance policies, subject to the terms and conditions of the Company’s Certificate of Incorporation, the Indemnification Agreement and the terms of such policies.
(v) Prohibit you from (i) filing a charge with, or participating in or assisting with an investigation or proceeding conducted by, any governmental, regulatory and/or administrative entity or agency (including the Securities Exchange Commission, the Equal Employment Opportunity Commission, the Connecticut Commission of on Human Rights and Opportunities, New York State and City Human Rights Commissions, and/or OSHA); (ii) filing and, including as provided for under Section 21F of the Securities Exchange Act of 1934 (and Regulation 21F thereunder), maintaining the confidentiality of, a claim with a governmental, regulatory and/or administrative entity or agency that is responsible for enforcing a law; or (iii) providing truthful information to a governmental, regulatory and/or administrative entity or agency, law enforcement, or court, in response to compulsory legal process or as otherwise required by law or legal process or as permitted by Section 21F of the Securities Exchange Act of 1934 (or Regulation 21F thereunder); provided, however, you waive the right to recover any personal damages or other personal relief based on any claim, cause of action, demand, lawsuit or similar that is waived pursuant to this Agreement and brought by you or on your behalf by any third party, including as a member of any class or collective action, except that you do not waive any right to receive and fully retain any monetary award from a government-administered whistleblower award program for providing information to a government agency, including but not limited to damages or relief that may be available to you pursuant to such a program under the Securities Exchange Act of 1934. You are not required to inform the Company that you have engaged in any of the activities described in this Section.
(c) You understand and expressly agree that this Agreement extends to all claims of every nature and kind, known or unknown, suspected, or unsuspected, past, present, or future, arising from or attributable to any conduct of Company or any Company Party, whether set forth in any pleading or demand referred to in this Agreement or not. You acknowledge that you may later discover facts in addition to or different from those which you now believe to be true with respect to the matters released in this Agreement. You, however, agree that you have taken that possibility into account in reaching this Agreement, and that the release in this Agreement will remain in effect as a full and complete release notwithstanding the discovery or existence of additional or different facts.
(d) You agree that your waiver and release is intended to and does provide sufficient consideration for the various rights, benefits and entitlements provided to you under this agreement, and that the company has justifiably relied thereon in providing such rights, benefits and entitlements.
(e) The Company hereby agrees and acknowledges that by signing this Agreement and accepting the benefits of this Agreement, and for other good and valuable consideration provided for in this Agreement, the Company is waiving and releasing its right to assert any form of legal claim against you whatsoever for any alleged action, inaction or circumstance existing or arising from the beginning of time through the Effective Date and upon your re-execution of this Agreement, the Re-affirmation Date. The Company includes Sera Prognosticswaiver and release herein is intended to bar any form of Claims against you seeking any form of relief including, Inc. without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary recovery whatsoever (including, without limitation, compensatory damages, punitive damages, attorneys’ fees and any of its divisionsother costs) against you for any alleged action, affiliates inaction or circumstance existing or arising through the Effective Date. Notwithstanding the foregoing, this Section 7(e) does not waive or release you from: (which means all persons and entities directly i) any Claims against you arising from your intentional misconduct, criminal conduct or indirectly controlling, controlled by fraud or under common control other intentional tortious acts arising during or related to your employment with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns; (ii) any Claims by the Company to enforce the Restrictions Agreement for future breaches; or (iii) any obligation expressly set forth in this Agreement.
Appears in 2 contracts
Samples: Separation Agreement (Butterfly Network, Inc.), Separation Agreement (Butterfly Network, Inc.)
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance Separation Pay, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Effective Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorney’s fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Effective Date. 1 For purposes Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Effective Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Federal Age Discrimination in Employment Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act, the California Fair Employment and Housing Act, the California Labor Code and any similar California or other state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Effective Date) relating to wages, hours, exempt or non-exempt classification or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law. Notwithstanding the foregoing, this section does not release the Company from any obligation expressly set forth in this Agreement. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement, the Company includes Sera Prognostics, Inc. and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns.
Appears in 2 contracts
Samples: Separation Agreement (Alphatec Holdings, Inc.), Separation Agreement (Alphatec Holdings, Inc.)
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance Payrelease agreement (this “Release), and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company1/ of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement Release (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. This Release does not include a waiver and release of any of your currently vested rights to pension benefits (including benefits pursuant to Company’s 401(k) pension plan), workers’ compensation benefits, or unemployment compensation benefits. This Agreement does not waive or release any rights that may arise after the date on which you sign this Release, or claims concerning an alleged breach of the outstanding obligations of the Company under your Employment Agreement. This Release also does not include claims that cannot be waived by law. Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Federal and state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of 1 For purposes of this AgreementRelease, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns. public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Release. To that end, you have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Also, because you are over the age of 40, the Age Discrimination in Employment Act (“ADEA”), which prohibits discrimination on the basis of age, allows you at least twenty-one (21) days to consider the terms of this Release. ADEA also allows you to rescind your assent to this Release if, within seven (7) days after you sign this Agreement, you deliver by hand or send by mail (certified, return receipt and postmarked within such 7 day period) a notice of rescission to the Company. If no such rescission notice is provided by you to the Company, then the eighth day following the Execution Date is the “Effective Date” of this Release. Furthermore, nothing in this Release shall be deemed to prohibit you from challenging the validity of this Release under the federal discrimination laws of the United States (the “Federal Discrimination Laws”) or from filing a charge or complaint of employment-related discrimination with the Equal Employment Opportunity Commission (“EEOC”), or from participating in any investigation or proceeding conducted by the EEOC. Further, nothing in this Release shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Federal Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this Release and prevail in any claim under the Federal Discrimination Laws.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Titanium Asset Management Corp), Employment Agreement (Titanium Asset Management Corp)
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance Pay, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action by you, including but not limited to a class or collective action, whether you seek to participate as a party plaintiff or as a class member (each a “Claim” and jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 For purposes Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any local, state or federal discrimination, fair employment practices or other employment-related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Federal Worker Adjustment and Retraining Notification Act; and any similar California, or other state, federal, or local statute. ** Claims under any other local, state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under local, state or federal law. Notwithstanding the foregoing, this section does not release the Company from any obligation expressly set forth in this Agreement. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement, the Company includes Sera Prognostics, Inc. and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns.
Appears in 2 contracts
Samples: Separation Agreement (DermTech, Inc.), Separation Agreement (DermTech, Inc.)
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Severance Agreement and accepting the Severance Separation Pay, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of the legal claim, complaint complaint, or any other form of action by you, including but not limited to a class or collective action, whether you seek to participate as a party plaintiff or as a class member (each a “Claim” and jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees fees, and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date.
(b) Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any local, state, or federal discrimination, fair employment practices, or other employment-related statutes, regulation, or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. 1 For purposes Without limitation, specifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act, Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Genetic Information Nondiscrimination Act of 2008, the Employee Retirement Income Security Act of 1974, COBRA, the California Fair Employment and Housing Act, the California Labor Code, the California Constitution, the California Family Rights Act, and any similar Federal, state, or local statute. ** Claims under any other local, state, or federal employment-related statute, regulation, or executive order (as they may have been amended through the Execution Date) relating to any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under local, state, or federal law.
(c) Section 1542 of the Civil Code of the State of California (“Section 1542”) provides, generally, that a release does not extend to unknown claims. Specifically, Section 1542 of the Civil Code of the State of California states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
(d) Notwithstanding the provisions of Section 1542 and for the purpose of implementing a full and complete release, you expressly acknowledge and agree that this Severance Agreement releases all claims existing or arising prior to your execution of this Severance Agreement which you have or may have against the Company, whether the claims are known or unknown and suspected or unsuspected by you and you forever waive all inquiries and investigations into any and all of these claims.
(e) Notwithstanding the foregoing, this paragraph does not release the Company from any obligation expressly set forth in this Severance Agreement. Further, your waivers and releases in this Severance Agreement do not apply to any claims that cannot be waived or released as a matter of law under applicable, federal, state, or local laws, including without limitation unemployment and workers’ compensation claims or entitlement to indemnity or claims to receive any governmental bounties. However, you acknowledge and agree that you do not have any work-related injuries or occupational diseases. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Severance Agreement.
(f) It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Severance Agreement. To that end, you have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Severance Agreement. Also, because you are over the age of 40, and consistent with the provisions of the Age Discrimination in Employment Act, which prohibits discrimination on the basis of age, you acknowledge that: (a) the Company is providing you with forty-five (45) days in which to consider and accept the terms of this Severance Agreement by signing below and returning it to the undersigned (the “Review Period”); (b) if signing this Severance Agreement before the end of the Review Period, you have voluntarily waived the remainder of the Review Period; and (c) any modifications, material or otherwise, made to this Severance Agreement will not restart or affect in any manner the original forty-five (45) day Review Period. In addition, you may rescind your assent to this Severance Agreement if, within seven (7) days after you sign this Severance Agreement, you deliver by hand or send by email (with a confirmation from the Company includes Sera Prognostics, Inc. and any recipient of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with receipt) a notice of rescission to the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns.undersigned. The eighth day following your signing of this Severance Agreement without
Appears in 1 contract
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance Pay, Separation Benefits in Section 3 and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action by you, including but not limited to a class or collective action, whether you seek to participate as a party plaintiff or as a class member (each a “Claim” and jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 For purposes Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any local, state or federal discrimination, fair employment practices or other employment-related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Federal Worker Adjustment and Retraining Notification Act; and any similar California, or other state, federal, or local statute. ** Claims under any other local, state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under local, state or federal law. Notwithstanding the foregoing, this section does not release the Company from any obligation expressly set forth in this Agreement. Moreover, this section does not release any claims or entitlements you may have to indemnification from the Company or the benefit of coverage under any D&O policies of insurance applicable to the period for which you served as a Company officer. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement, the Company includes Sera Prognostics, Inc. and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns.
Appears in 1 contract
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PaySeparation Pay and Benefits discussed in Section 2, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company(2) of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “"Execution Date”"). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “"Claims”") against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ ' fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 For purposes of Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any local, state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this Agreementparagraph are any Claims arising under the federal Age Discrimination in Employment Act, the Company includes Sera PrognosticsOlder Workers Benefit Protection Act, Inc. the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act, the Worker Adjustment and Retraining Notification Act, MASS. GEN. L. c. 151B (the Commonwealth's anti-discrimination statute), and any of its divisions, affiliates (which means all persons and entities directly similar Massachusetts or indirectly controlling, controlled by other state statute or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assignsfederal statute.
Appears in 1 contract
Samples: Separation Agreement (Predix Pharmaceuticals Holdings Inc)
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PaySeparation Benefits, and for other good and valuable considerationconsideration provided for in this Agreement, you are waiving and releasing your right to assert any form of legal claim against Company and each of its affiliates, parents, subsidiaries and related entities and all forms of legal claims against the Company1 of foregoing entities’ owners, shareholders, partners, directors, officers, employees, trustees, agents, successors and assigns (the “Company Parties”) whatsoever for any kind whatsoeveralleged action, whether known inaction or unknown, circumstance existing or arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Effective Date. Except as set forth below, your Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against Company or any of the Company Parties seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the CompanyCompany or any Company Party, for any alleged action, inaction or circumstance existing or arising through the Execution Effective Date. 1 For purposes Without limiting the generality of this Agreementthe foregoing, you specifically waive and release Company and the Company Parties from any waivable claim arising from or related to your employment relationship with Company through the Effective Date including, without limitation:
(i) Claims under the laws of Delaware, New York, Connecticut or any other state in which the Company operates its business or federal discrimination, fair employment practices, or other employment related statute, regulation or executive order (as amended through the Effective Date), including but not limited to the Age Discrimination in Employment Act and Older Workers Benefit Protection Act (29 U.S.C. § 621 et seq.), the Company includes Sera PrognosticsCivil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991 (42 U.S.C. § 2000e et seq.), Inc. the Equal Pay Act (29 U.S.C. § 201 et seq.), the Genetic Information Non-Discrimination Act (42 U.S.C. §2000ff et seq.), the Uniformed Services Employment and Reemployment Rights Act of 1994 (38 U.S.C. § 4301 et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Xxxx Xxxxxxxxx Fair Pay Act, the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Rehabilitation Act of 1973, and any similar or other federal, state or local statute governing the rights of employees.
(ii) Claims under the laws of Delaware, New York, Connecticut or any other state in which the Company operates its divisionsbusiness or federal employment related statute, affiliates regulation or executive order (which means all persons as amended through the Effective Date) relating to wages, hours or any other terms and entities directly or indirectly controllingconditions of employment, controlled by or under common control with including but not limited to the CompanyFair Labor Standards Act (29 U.S.C. § 201 et seq.), parentsthe National Labor Relations Act (29 U.S.C. § 151 et seq.), subsidiaries the Family and all other related entitiesMedical Leave Act (29 U.S.X. §0000 xx seq.), the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1000 et seq.), COBRA (29 U.S.C. § 1161 et seq.), the Worker Adjustment and Retraining Notification Act (29 U.S.C. § 2101 et seq.), and any similar or other federal, state or local statute, and specifically including Claims related to salary, overtime, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay, severance pay, or retaliation.
(iii) Claims under the laws of Delaware, New York, Connecticut or any other state in which the Company operates its business or federal common law theory, including, without limitation, wrongful discharge, breach of express or implied contract, breach of the implied covenant of good faith and their former fair dealing, privacy violations, invasion of privacy, promissory estoppel, unjust enrichment, breach of a covenant of good faith and current directorsfair dealing, officerswrongful termination in violation of public policy, employeesdefamation, trusteesinterference with contractual relations, agentsintentional or negligent infliction of emotional distress, successors and assignsfraudulent inducement, misrepresentation, deceit, fraud or negligence, rehire or reemployment rights or any claim to attorneys’ fees under any applicable statute or common law theory of recovery.
Appears in 1 contract
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance Payrelease agreement (this “Release), and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company1/ of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement Release (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. This Release does not include a waiver and release of any of your currently vested rights to pension benefits (including benefits pursuant to Company’s 401(k) pension plan), workers’ compensation benefits, or unemployment compensation benefits. This Agreement does not waive or release any rights that may arise after the date on which you sign this Release, or claims concerning an alleged breach of the outstanding obligations of the Company under your Employment Agreement. This Release also does not include claims that cannot be waived by law. Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Federal and state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence.
1 For purposes of this AgreementRelease, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns. ** Any other Claim arising under state or federal law. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Release. To that end, you have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Also, because you are over the age of 40, the Age Discrimination in Employment Act (“ADEA”), which prohibits discrimination on the basis of age, allows you at least twenty-one (21) days to consider the terms of this Release. ADEA also allows you to rescind your assent to this Release if, within seven (7) days after you sign this Agreement, you deliver by hand or send by mail (certified, return receipt and postmarked within such 7 day period) a notice of rescission to the Company. If no such rescission notice is provided by you to the Company, then the eighth day following the Execution Date is the “Effective Date” of this Release. Furthermore, nothing in this Release shall be deemed to prohibit you from challenging the validity of this Release under the federal discrimination laws of the United States (the “Federal Discrimination Laws”) or from filing a charge or complaint of employment-related discrimination with the Equal Employment Opportunity Commission (“EEOC”), or from participating in any investigation or proceeding conducted by the EEOC. Further, nothing in this Release shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Federal Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this Release and prevail in any claim under the Federal Discrimination Laws.
Appears in 1 contract
Samples: Employment Agreement (Titanium Asset Management Corp)
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Severance Agreement and accepting the Severance Separation Pay, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of the legal claim, complaint complaint, or any other form of action by you, including but not limited to a class or collective action, whether you seek to participate as a party plaintiff or as a class member (each a “Claim” and jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees fees, and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date.
(b) Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any local, state, or federal discrimination, fair employment practices, or other employment-related statutes, regulation, or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. 1 For purposes Without limitation, specifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act, Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Genetic Information Nondiscrimination Act of 2008, the Employee Retirement Income Security Act of 1974, COBRA, the California Fair Employment and Housing Act, the California Labor Code, the California Constitution, the California Family Rights Act, and any similar Federal, state, or local statute. ** Claims under any other local, state, or federal employment-related statute, regulation, or executive order (as they may have been amended through the Execution Date) relating to any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under local, state, or federal law.
(c) Section 1542 of the Civil Code of the State of California (“Section 1542”) provides, generally, that a release does not extend to unknown claims. Specifically, Section 1542 of the Civil Code of the State of California states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
(d) Notwithstanding the provisions of Section 1542 and for the purpose of implementing a full and complete release, you expressly acknowledge and agree that this Severance Agreement releases all claims existing or arising prior to your execution of this Severance Agreement which you have or may have against the Company, whether the claims are known or unknown and suspected or unsuspected by you and you forever waive all inquiries and investigations into any and all of these claims.
(e) Notwithstanding the foregoing, this paragraph does not release the Company from any obligation expressly set forth in this Severance Agreement. Further, your waivers and releases in this Severance Agreement do not apply to any claims that cannot be waived or released as a matter of law under applicable, federal, state, or local laws, including without limitation unemployment and workers’ compensation claims or entitlement to indemnity or claims to receive any governmental bounties. However, you acknowledge and agree that you do not have any work-related injuries or occupational diseases. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Severance Agreement.
(f) It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Severance Agreement. To that end, you have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Severance Agreement and you did engage counsel. Also, because you are over the age of 40, and consistent with the provisions of the Age Discrimination in Employment Act, which prohibits discrimination on the basis of age, you acknowledge that:
(a) the Company provided you with forty-five (45) days in which to consider and accept the terms of this Severance Agreement when it provided the Severance Agreement to you on December 5, 2022; (b) any modifications to this Severance Agreement since that date do not restart the 45-day period as such modifications are not material; (c) you have had sufficient time to review this Severance Agreement before the end of the Review Period. In addition, you may rescind your assent to this Severance Agreement if, within seven (7) days after you sign this Severance Agreement, you deliver by hand or send by email (with a confirmation from the recipient of receipt) a notice of rescission to the undersigned. The eighth day following your signing of this Severance Agreement without rescission is the “Effective Date” of this Severance Agreement. In addition, because you are being terminated with a group of other Company employees in connection with a reduction in the number of Company executives, attached to this Severance Agreement as Attachment A is a schedule listing the positions and ages of all executives being retained with the Company includes Sera Prognosticsand those executives being terminated.
(g) Notwithstanding the foregoing, Inc. and any of its divisionsnothing in this Severance Agreement, affiliates including the release contained in this Severance Agreement shall: (which means all persons and entities directly i) prohibit or indirectly controlling, controlled by restrict you from filing or under common control limit your ability to file a charge or complaint with the Equal Employment Opportunity Commission or a state or local equivalent, or any other Government Agency, (ii) prohibit or restrict you from communicating with, providing documents or other relevant information to or otherwise cooperating with, or limit your ability to communicate with, provide documents or other relevant information to or otherwise to cooperate with, any Government Agency, including, but not limited to, responding to any inquiry from such authority, including an inquiry about the existence of this Severance Agreement, its release or its underlying facts, (iii) limit your right to receive an award for information provided to any Government Agency, or (iv) require you to notify the Company of your communications with or inquiries from any Government Agency. To the maximum extent permitted by law, however, nothing in this release or this Severance Agreement shall be deemed to limit the Company)’s right to seek immediate dismissal of a charge or complaint on the basis that your signing of this Severance Agreement constitutes a full release of any Claims, parentsincluding Claims of discrimination, subsidiaries and all other related entitiesor to seek restitution to the extent permitted by law of the economic benefits provided to you under this Severance Agreement in the event that you successfully challenge the validity of this release, provided, however, that you retain the right to receive, and its and their former and current directorsthe Company shall not seek restitution of, officers, employees, trustees, agents, successors and assignsan award for information lawfully provided to a Governmental Agency.
Appears in 1 contract
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PaySeparation Benefits, and for other good and valuable considerationconsideration provided for in this Agreement, you are waiving and releasing your right to assert any and all forms form of legal claims claim against Company, any of Company Affiliates, their respective successors, predecessors and assigns and each of their respective owners, shareholders, partners, directors, officers, employees, trustees, agents, successors and assigns (the Company1 of “Company Parties”) whatsoever for any kind whatsoeveralleged action, whether known inaction or unknown, circumstance existing or arising from the beginning of time through the date upon which you execute sign this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company or any of Company Parties seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the CompanyCompany or any Company Party, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 For purposes Without limiting the generality of this Agreementthe foregoing, you specifically waive and release Company and Company Parties from any waivable Claim arising from or related to your employment relationship with Company through the Execution Date including, without limitation:
(i) Claims under any California, Connecticut (or any other state) or federal discrimination, fair employment practices, or other employment related statute, regulation or executive order (as amended through the Execution Date), including but not limited to the Age Discrimination in Employment Act (“ADEA”) and Older Workers Benefit Protection Act (“OWBPA”) (29 U.S.C. § 621 et seq.), the Company includes Sera PrognosticsCivil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991 (42 U.S.C. § 2000e et seq.), Inc. the Equal Pay Act (29 U.S.C. § 201 et seq.), the Genetic Information Non-Discrimination Act (42 U.S.C. §2000ff et seq.), the Uniformed Services Employment and Reemployment Rights Act of 1994 (38 U.S.C. § 4301 et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Xxxx Xxxxxxxxx Fair Pay Act, the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Rehabilitation Act of 1973, the California Fair Employment and Housing Act, the California Equal Pay Law, the Connecticut Fair Employment Practices Act, and any of its divisionssimilar California, affiliates (which means all persons and entities directly Connecticut, or indirectly controlling, controlled by other state or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assignsfederal statute.
Appears in 1 contract
Your Release of Claims. You hereby agree and acknowledge that, by signing In exchange for the Company’s Release of Claims under this Agreement and accepting the Severance Pay, and for other good and valuable considerationconsideration to which you would not otherwise be entitled, you are waiving your right to assert any hereby generally and all forms of legal claims against the Company1 of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against completely release the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 For purposes of this Agreement, the Company includes Sera Prognostics, Inc. and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trusteesshareholders, partners, agents, successors attorneys, predecessors, successors, parent and assignssubsidiary entities, insurers, affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the California Labor Code (as amended), the California Family Rights Act, the Age Discrimination in Employment Act (“ADEA”) and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, you are not releasing the Company hereby from any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance. Also, excluded from this Agreement are any claims that cannot be waived by law.
Appears in 1 contract
Samples: Separation Agreement (Eiger BioPharmaceuticals, Inc.)
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Severance Agreement and accepting the Severance PaySeparation Pay and Benefits, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action by you, including but not limited to a class or collective action, whether you seek to participate as a party plaintiff or as a class member (each a “Claim” and jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date.
(b) Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any local, state or federal discrimination, fair employment practices or other employment-related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. 1 For purposes Without limitation, specifically included in this paragraph are any Claims arising under the Federal Age Discrimination in Employment Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Genetic Information Nondiscrimination Act of 2008, the Employee Retirement Income Security Act of 1974, COBRA, and any similar Federal, state, or local statute. ** Claims under any other local, state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under local, state or federal law.
(c) Section 1542 of the Civil Code of the State of California (“Section 1542”) provides, generally, that a release does not extend to unknown claims. Specifically, Section 1542 of the Civil Code of the State of California states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
(d) Notwithstanding the provisions of Section 1542 and for the purpose of implementing a full and complete release, you expressly acknowledge and agree that this Severance Agreement releases all claims existing or arising prior to your execution of this Severance Agreement which you have or may have against the Company, whether the claims are known or unknown and suspected or unsuspected by you and you forever waive all inquiries and investigations into any and all of these claims.
(e) Notwithstanding the foregoing, this paragraph does not release the Company from any obligation expressly set forth in this Severance Agreement. Further, your waivers and releases in this Severance Agreement do not apply to any claims that cannot be waived or released as a matter of law under applicable, federal, state, or local laws, including without limitation unemployment and workers’ compensation claims or entitlement under any indemnification agreement between you and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Severance Agreement.
(f) It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Agreement. To that end, you have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Also, because you are over the age of 40, and consistent with the provisions of the Age Discrimination in Employment Act, which prohibits discrimination on the basis of age, the Company includes Sera Prognosticsis providing you with twenty-one (21) days in which to consider and accept the terms of this Agreement by signing below and returning it to the undersigned. In addition, Inc. you may rescind your assent to this Agreement if, within seven (7) days after you sign this Agreement, you deliver by hand or send by email (with a confirmation from the recipient of receipt) a notice of rescission to the undersigned. The eighth day following your signing of this Agreement without rescission is the “Effective Date” of this Agreement.
(g) Notwithstanding the foregoing, nothing in this Severance Agreement, including the release contained in this Severance Agreement shall: (i) prohibit or restrict you from filing or limit your ability to file a charge or complaint with the Equal Employment Opportunity Commission or a state or local equivalent, or any Government Agency, (ii) prohibit or restrict you from communicating with, providing documents or other information to or otherwise cooperating with, or limit your ability to communicate with, provide documents or other relevant information to or otherwise to cooperate with, any Government Agency, including responding to any inquiry from such authority, including an inquiry about the existence of this Severance Agreement, its release or its underlying facts, (iii) limit your right to receive a bounty from any Government Agency, or (iv) require you to notify the Company of your communications with or inquiries from any Government Agency. To the maximum extent permitted by law, however, nothing in this release or this Severance Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of a charge or complaint on the basis that your signing of this Severance Agreement constitutes a full release of any claims, including claims of discrimination, or to seek restitution of the economic benefits provided to you if you successfully challenge the validity of this release, provided, however, that you retain the right to receive, and the Company shall not seek restitution of, a Governmental bounty or award. You agree that if you hereafter commence any suit arising out of, based upon, or relating to any of its divisionsthe claims released hereunder or in any manner asserts against the Company any of the claims released hereunder, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with then you agree to pay to the Company), parentsin addition to any other damages caused to the Company, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assignsattorneys’ fees incurred by the Company in defending or otherwise responding to said suit or claim.
Appears in 1 contract
Samples: Severance Agreement (Exagen Inc.)
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance Separation Pay, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have 1 For purposes of this Agreement, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns. been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Federal Age Discrimination in Employment Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act, the California Fair Employment and Housing Act, the California Labor Code and any similar California or other state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law. Notwithstanding the foregoing, this section does not release the Company from any obligation expressly set forth in this Agreement. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. Also, consistent with the provisions of the Federal Discrimination Laws, nothing in this release shall be deemed to prohibit you from challenging the validity of this release under the federal age or other discrimination laws (the “Federal Discrimination Laws”) or from filing a charge or complaint of employment-related discrimination with the Equal Employment Opportunity Commission (“EEOC”), or from participating in any investigation or proceeding conducted by the EEOC. Further, nothing in this release or Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Federal Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim under the Federal Discrimination Laws.
Appears in 1 contract
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PaySeparation Benefits, and for other good and valuable considerationconsideration provided for in this Agreement, you are waiving and releasing your right to assert any and all forms form of legal claims claim against Company, any of Company Affiliates, their respective successors, predecessors and assigns and each of their respective owners, shareholders, partners, directors, officers, employees, trustees, agents, successors and assigns (the Company1 of “Company Parties”) whatsoever for any kind whatsoeveralleged action, whether known inaction or unknown, circumstance existing or arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Effective Date. Except as set forth below, your Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company or any of Company Parties seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the CompanyCompany or any Company Party, for any alleged action, inaction or circumstance existing or arising through the Execution Effective Date. 1 For purposes Without limiting the generality of this the foregoing, you specifically waive and release Company and Company Parties from any waivable Claim arising from or related to your employment relationship with Company through the Effective Date including, without limitation:
(i) Claims under any Connecticut (or any other state) or federal discrimination, fair employment practices, or other employment related statute, regulation or executive order (as amended through the Effective Date), including but not limited to the Age Discrimination in Employment Act (the “ADEA”) and Older Workers Benefit Protection Act (the “OWBPA”) (29 U.S.C. § 621 et seq.), the Civil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991 (42 U.S.C. § 2000e et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Genetic Information Non-Discrimination Act (42 U.S.C. §2000ff et seq.), the Uniformed Services Employment and Reemployment Rights Act of 1994 (38 U.S.C. § 4301 et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Xxxx Xxxxxxxxx Fair Pay Act, the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Rehabilitation Act of 1973, the Connecticut Fair Employment Practices Act, and the Connecticut Equal Pay for Equal Work statute.
(ii) Claims under any Connecticut (or any other state) or federal employment related statute, regulation or executive order (as amended through the Effective Date) relating to wages, hours or any other terms and conditions of employment, including but not limited to the Fair Labor Standards Act (29 U.S.C. § 201 et seq.), the National Labor Relations Act (29 U.S.C. § 151 et seq.), the Family and Medical Leave Act (29 X.X.X. §0000 et seq.), the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1000 et seq.), COBRA (29 U.S.C. § 1161 et seq.), the Worker Adjustment and Retraining Notification Act (29 U.S.C. § 2101 et seq.), and any similar Connecticut or other state or federal statute, and specifically including Claims related to salary, overtime, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay, severance pay, or retaliation.
(iii) Claims under any Connecticut (or any other state) or federal common law theory, including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, termination in violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, promissory estoppel, fraudulent inducement, invasion of privacy, misrepresentation, deceit, fraud or negligence or any claim to attorneys’ fees under any applicable statute or common law theory of recovery.
(iv) Claims under any Connecticut (or any other state) or federal statute, regulation, or executive order (as amended through the Effective Date) relating to whistleblower protections, violation of public policy, or any other form of retaliation or wrongful termination, including but not limited to the Xxxxxxxx-Xxxxx Act of 2002, the Connecticut Whistleblower Protection Act and any similar Connecticut or other federal, state or local statute.
(v) Claims under any Company employment, compensation, bonus, benefit, stock option, incentive compensation, restricted stock, restricted stock unit,and/or equity plan, program, policy, practice or agreement, including, without limitation, the Option Agreement, The Restricted Stock Unit Agreement, the Plan and your transfer letter with Company includes Sera Prognosticsdated March 16, Inc. and any of its divisions2016.
(vi) Any other Claim arising under other local, affiliates (which means all persons and entities directly state or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assignsfederal law.
Appears in 1 contract
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PayAgreement, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company1/ of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act and any similar Federal and state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. 1/ For purposes of this Agreement, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns. ** Any other Claim arising under state or federal law. Notwithstanding the foregoing, nothing contained in this Release constitutes a waiver of any Claims you may have against the Company arising from or related to the Indemnification Agreement and By-laws provisions referenced in Section 8 of the Employment Agreement, dated January 1, 2014, entered into between you and the Company. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. Also, nothing in this Agreement: (i) prohibits or restricts you from filing a charge or complaint against the Company with any federal, state or local government authority, including a charge of unlawful discrimination with the Equal Employment Opportunity Commission or a state or local government authority responsible for enforcing laws prohibiting discriminatory employment practices; (ii) prohibits or restricts you from communicating with, providing relevant information to or otherwise cooperating with any government authority, including the EEOC or a state or local government authority responsible for enforcing laws prohibiting discriminatory employment practices, including without limitation, responding to any inquiry from such government authority, including an inquiry about the existence of this Agreement or its underlying facts; or (iii) requires you to notify the Company of your communications with or inquiries from any government authority. To the maximum extent permitted by law, however, you are not entitled to recover any legal or equitable remedies, including reinstatement or monetary damages, in the case of any administrative claim that he files or in which he participates, except as set forth herein and except that he retains the right to receive an award for actionable information he provides to a government authority. . By: Xxxx XxXxxxxx Date signed: THIS COMPROMISE AGREEMENT (the “Agreement”) is made as of [•] by and between Cyclacel Pharmaceuticals, Inc. (the “Employer”) and Xxxx XxXxxxxx (the “Executive”).
Appears in 1 contract
Samples: Employment Agreement (Cyclacel Pharmaceuticals, Inc.)
Your Release of Claims. You By signing this Agreement, you hereby agree and acknowledge that, by signing this Agreement and accepting the Severance Pay, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company1/ of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Federal and state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. You further acknowledge that this release does not waive any claims you cannot by law waive and does not release any claims that arise after its execution. It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Agreement. To that end, you have been advised and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Also, because you are over the age of 40, the Age Discrimination in Employment Act (“ADEA”), which prohibits discrimination on the basis of age, allows you at least twenty-one (21) days to consider the terms of this Agreement. ADEA also allows you to rescind your assent to this Agreement if, within seven (7) days after you sign this Agreement, you deliver by hand or send by mail (certified, return receipt and postmarked within such 7 day period) a notice of rescission to the Company. The eighth day following your signing of this Agreement is the Effective Date. Also, consistent with the provisions of Federal law, nothing in this release shall be deemed to prohibit you from challenging the validity of this release under the discrimination laws (the “Federal Discrimination Laws”) or from filing a charge or complaint of employment-related discrimination with the Equal Employment Opportunity Commission (“EEOC”) or any state fair employment practices agency, or from participating in any investigation or proceeding conducted by the EEOC or any state fair employment practices agency. Further, nothing in this release or Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Federal Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim under the Federal Discrimination Laws. By:__________________________ Employee Date signed: _____________
1/ For purposes of this Agreement, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns.
Appears in 1 contract
Your Release of Claims. You hereby agree and acknowledge that, by signing this Agreement and accepting the Severance Pay, and for other good and valuable consideration, by signing this Agreement, you are waiving your right to assert any and all forms of legal claims against the Company1 Company1/ of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Federal and state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. You further acknowledge that this release does not waive any claims you cannot by law waive and does not release any claims that arise after its execution. It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Agreement. To that end, you are advised to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Also, because you are over the age of 40, the Age Discrimination in Employment Act (“ADEA”), which prohibits discrimination on the basis of age, allows you at least twenty-one (21) days to consider the terms of this Agreement. ADEA also allows you to rescind your assent to this Agreement if, within seven (7) days after you sign this Agreement, you deliver by hand or send by mail (certified, return receipt and postmarked within such 7 day period) a notice of rescission to the Company. The eighth day following your signing of this Agreement is the Effective Date. Also, consistent with the provisions of the federal law, nothing in this release shall be deemed to prohibit you from challenging the validity of this release under the discrimination laws (the “Federal Discrimination Laws”) or from filing a charge or complaint of employment-related discrimination with the Equal Employment Opportunity Commission (“EEOC”) or any state fair employment practices agency, or from participating in any investigation or proceeding conducted by the EEOC or any state fair employment practices agency. Further, nothing in this release or Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Federal Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim under the Federal Discrimination Laws. By: __________________________ Employee Date signed: _____________
1/ For purposes of this Agreement, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns.
Appears in 1 contract
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PayAgreement, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company1/ of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act and any similar Federal and state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law. 1/ For purposes of this Agreement, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns. Notwithstanding the foregoing, nothing contained in this Release constitutes a waiver of any Claims you may have against the Company arising from or related to the Indemnification Agreement and By-laws provisions referenced in Section 8 of the Employment Agreement, dated January 1, 2014, entered into between you and the Company. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. Also, consistent with the provisions of Federal and state discrimination laws, nothing in this release shall be deemed to prohibit you from challenging the validity of this release under such discrimination laws (the “ Discrimination Laws”) or from filing a charge or complaint of age or other employment related discrimination with the Equal Employment Opportunity Commission (“EEOC”) or state equivalent, or from participating in any investigation or proceeding conducted by the EEOC or state equivalent. Further, nothing in this release or Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim under the Discrimination Laws. By: Pxxx XxXxxxxx Date signed: THIS COMPROMISE AGREEMENT (the “Agreement”) is made as of [•] by and between Cyclacel Pharmaceuticals, Inc. (the “Employer”) and Pxxx XxXxxxxx (the “Executive”).
Appears in 1 contract
Samples: Employment Agreement (Cyclacel Pharmaceuticals, Inc.)
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PayAgreement, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company1/ of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Federal and state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Agreement. To that end, you have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Also, because you are over the age of 40, the Age Discrimination in Employment Act (“ADEA”), which prohibits discrimination on the basis of age, allows you at least twenty-one (21) days to consider the terms of this Agreement. ADEA also allows you to rescind your assent to this Agreement if, within seven (7) days after you sign this Agreement, you deliver by hand or send by mail (certified, return receipt and postmarked within such 7 day period) a notice of rescission to the Company. The eighth day following your signing of this Agreement is the Effective Date. Also, consistent with the provisions of the Federal Discrimination Laws, nothing in this release shall be deemed to prohibit you from challenging the validity of this release under the discrimination laws (the “Federal Discrimination Laws”) or from filing a charge or complaint of employment-related discrimination with the Equal Employment Opportunity Commission (“EEOC”), or from participating in any investigation or proceeding conducted by the EEOC. Further, nothing in this release or Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Federal Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim under the Federal Discrimination Laws. By: __________________________ Employee Date signed: _____________
1/ For purposes of this Agreement, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns.
Appears in 1 contract
Your Release of Claims. You hereby agree (a) In consideration for the separation benefits under the Letter Agreement described in Section 2 of this Agreement, you agree, on behalf of yourself and acknowledge thatyour successors and assigns (together, by signing this Agreement the “Releasing Parties”), to release and accepting the Severance Payforever discharge SC and their subsidiaries, parent and affiliated companies, employees, officers and directors, and for other good and valuable considerationtheir respective assigns (together, you are waiving your right to assert the “SC Releasees”), from any and all forms manner of legal claims against the Company1 claims, debts, demands, damages, liabilities and causes of any kind whatsoeveraction, whether known or unknown, arising from the beginning of time through time, relating to or arising out of your employment relationship or the date you execute this Agreement termination of said relationship (collectively, the “Execution DateReleased Claims”). You acknowledge that as ) including, but not limited to, causes of Execution Dateaction for libel, you have not filed slander, breach of contract, impairment of economic opportunity, intentional infliction of emotional distress or any complaintsother tort, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. claims under federal, state or local governmental agency constitutions, statutes, regulations, ordinances or commission common law, including, but not limited to, the Employee Retirement Income Security Act of 1974; the Civil Rights Acts of 1866, 1871, 1964 and 1991; the Age Discrimination in Employment Act of 1967; the Rehabilitation Act of 1973; the Equal Pay Act of 1963; and the Americans with Disabilities Act of 1990. You understand that has applicable jurisdiction the claims released under this Section 3(a) will also include any and all Released Claims that any of the Releasing Parties have or may have had under the Age Discrimination in Employment Act, including the Older Workers Benefit Protection Act, on or before the Effective Date, as that term is defined in below. You acknowledge that the consideration for this waiver is in addition to regulate the Company (each a “Government Agency”) regarding the Company, except any other payment to which you may be entitled and that you are not and would not be entitled to the extent separation benefits described in Section 2 of this Agreement if you do not execute this Agreement. Attached to this Agreement as Exhibit A is additional information regarding employees who, together with you, were affected by the applicable employment termination decision. SC is providing you with this information in accordance with the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act.
(b) Notwithstanding the foregoing, the release granted under Section 3(a) specifically excludes:
(i) have already informed the Company in writing prior any rights to unemployment or disability benefits pursuant to the Execution Date, or terms of applicable law;
(ii) any rights that any of the Releasing Parties have as a holder of securities issued by of any of the SC Releasees;
(iii) any rights based on any violation of any federal, state or local statutory and/or public policy entitlement that, by applicable law, may not be waived;
(iv) any rights that arise under, or are permitted preserved by, the termination provisions of the Letter Agreement;
(v) any rights to indemnification, advancement or contribution; and
(vi) any claim that is based on any act or omission that occurs after the date you deliver your signature on this Agreement to SC.
(c) In addition to the foregoing, nothing in this Agreement will prevent or prohibit you from filing a claim with a government agency, such as the U.S. Securities and Exchange Commission or Equal Employment Opportunity Commission, which is responsible for enforcing a law on behalf of the government.
(d) You understand that you have been given a period of at least 45 days to consider this Agreement. If you decide to sign this Agreement before the 45-day consideration period ends, then you are doing so knowingly and voluntarily, under no pressure from SC.
(e) You understand that you have the right to revoke this Agreement within seven calendar days after the date you sign it and deliver your signature to SC, by law providing written notice of your revocation to opt against such disclosure; Santander Consumer USA Inc., Human Resources, Attn: Xxxx XxxXxxxxx, 0000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000. If your written notice of revocation is not actually received by SC before the close of business (i.e., 5:00 p.m., CST) on the seventh (7th) calendar day following the day you sign this Agreement and furtherdeliver your signature to SC, then there will be no revocation and this Agreement will become fully effective and enforceable. If you revoke this Agreement in accordance with this Section 3(e), you will not be entitled to receive the benefits under the Letter Agreement that are not aware of any unlawful conduct described in relation to Section 2 above. This Agreement will become effective and enforceable on the first business day following the expiration of the Companyseven-day revocation period (the “Effective Date”), except to the extent provided you have already informed not revoked it in accordance with this Section 3(e).
(f) You acknowledge that this Agreement is written in a manner designed to be understood by you and that you have read it carefully and understand its terms. You understand and acknowledge that you have been advised by SC to consult with the Company in writing attorney(s) of your choice prior to the Execution Datesigning this Agreement. Except as set forth below, After having consulted with your waiver and release herein is intended attorney(s) (or declining SC’s advice to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwiseseek such consultation), you represent that you understand the recovery release and you are voluntarily entering into it of any damages, or any your own free will. You represent and agree that SC has made no representations to you regarding this release other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees than those contained in this Agreement and any other costs) against in the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 For purposes of this Letter Agreement, the Company includes Sera Prognostics, Inc. and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns.
Appears in 1 contract
Samples: Separation Agreement (Santander Consumer USA Holdings Inc.)
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PaySeparation Benefits, and for other good and valuable considerationconsideration provided for in this Agreement, you are waiving and releasing your right to assert any and all forms form of legal claims claim against the Company1 of Company1/ whatsoever for any kind whatsoeveralleged action, whether known inaction or unknown, circumstance existing or arising from the beginning of time through the date you execute sign this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise)relief, the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company), for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 Without limiting the generality of the foregoing, you waive and release the Company from any waivable Claim arising from or related to your employment relationship with the Company through the Execution Date including, without limitation:
(i) Claims under any New Jersey or any other state or federal employment related statute, regulation or executive order (as amended through the Execution Date) relating to any terms and conditions of employment, fair employment practices, discrimination, wages or hours, or any other employment related statute, regulation or executive order (as amended through the Execution Date), including but not limited to the Age Discrimination in Employment Act and Older Workers Benefit Protection Act, the Civil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991, the Equal Pay Act, the Genetic Information Non-Discrimination Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Equal Pay Act, the Xxxx Xxxxxxxxx Fair Pay Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, COBRA, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the New Jersey Wage Payment Law, the New Jersey Wage and Hour Law, the New Jersey Equal Pay Act, the New Jersey Security and Financial Empowerment Act, the New Jersey Opportunity to Compete Act, the New Jersey Family Leave Insurance provisions of the New Jersey Temporary Disability Benefits Law, the New Jersey Earned Sick Leave Law, the New Jersey WARN Act, retaliation claims under the New Jersey Workers’ Compensation Law, and any similar New Jersey or other state or federal statute. Please note that this Section 7 specifically includes a waiver and release of Claims that you have or may have regarding payments or amounts covered by these statutes, regulations or orders (including, for instance, hourly wages, salary, overtime, minimum wages, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay or severance pay), as well as Claims for retaliation under these statutes, regulations or orders.
(ii) Claims under any New Jersey or any other state or federal common law theory, including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, termination in violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, promissory estoppel, fraudulent inducement, invasion of privacy, misrepresentation, deceit, fraud or negligence or any claim to attorneys’ fees under any applicable statute or common law theory of recovery. 1/For purposes of this AgreementSection 7, the Company includes Sera Prognostics, Inc. “Company” means Bellerophon Therapeutics and any of its current and former divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company)affiliates, parents, subsidiaries and all other related entities, and its and their respective current and former and current insurers, owners, shareholders, partners, directors, officers, employees, trustees, agents, successors and assigns.
(iii) Claims under any Company employment, compensation, bonus, benefit, stock option, incentive compensation, restricted stock, and/or equity plan, program, policy, practice or agreement, including, without limitation, the Option Agreement and the Plan.
(iv) Any other Claim arising under other local, state or federal law.
(b) Notwithstanding the foregoing, this Section 7 does not: (i) release the Company from any obligation expressly set forth in this Agreement; (ii) waive or release any legal claims which you may not waive or release by law, including obligations under workers’ compensation laws; or (iii) prohibit you from (i) filing a charge with, or participating in or assisting with an investigation or proceeding conducted by, any governmental, regulatory and/or administrative entity or agency (including the Securities Exchange Commission, the Equal Employment Opportunity Commission, and/or OSHA); (ii) filing and, including as provided for under Section 21F of the Securities Exchange Act of 1934 (and Regulation 21F thereunder), maintaining the confidentiality of, a claim with a governmental, regulatory and/or administrative entity or agency that is responsible for enforcing a law; or (iii) providing truthful information to a governmental, regulatory and/or administrative entity or agency, or court, in response to compulsory legal process or as otherwise required by law or legal process or as permitted by Section 21F of the Securities Exchange Act of 1934 (or Regulation 21F thereunder); provided, however, you waive the right to recover any personal damages or other personal relief based on any claim, cause of action, demand, lawsuit or similar that is waived pursuant to this Agreement and brought by you or on your behalf by any third party, including as a member of any class or collective action, except that you do not waive any right to receive and fully retain any monetary award from a government-administered whistleblower award program for providing information to a government agency, including but not limited to damages or relief that may be available to Employee pursuant to such a program under the Securities Exchange Act of 1934.
(c) You acknowledge and agree that any obligation of the Company to provide you with the Separation Benefits is expressly conditioned on your execution of this Agreement without rescission and your execution of the Supplemental Release without rescission (as described in Exhibit A), both of which include a general release of claims.
Appears in 1 contract
Samples: Separation Agreement (Bellerophon Therapeutics, Inc.)
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PayAgreement, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company1/ of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Federal and state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law.
1/ For purposes of this Agreement, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Agreement. To that end, you have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Also, because you are over the age of 40, the Age Discrimination in Employment Act (“ADEA”), which prohibits discrimination on the basis of age, allows you at least twenty-one (21) days to consider the terms of this Agreement. ADEA also allows you to rescind your assent to this Agreement if, within seven (7) days after you sign this Agreement, you deliver by hand or send by mail (certified, return receipt and postmarked within such 7 day period) a notice of rescission to me at the Company. The eighth day following your signing of this Agreement is the Effective Date. Also, consistent with the provisions of the Federal Discrimination Laws, nothing in this release shall be deemed to prohibit you from challenging the validity of this release under the discrimination laws (the “Federal Discrimination Laws”) or from filing a charge or complaint of employment-related discrimination with the Equal Employment Opportunity Commission (“EEOC”), or from participating in any investigation or proceeding conducted by the EEOC. Further, nothing in this release or Agreement shall be deemed to limit the Company’s right to seek immediate dismissal, of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Federal Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim under the Federal Discrimination Laws.
Appears in 1 contract
Samples: Employment Agreement (Titanium Asset Management Corp)
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Transition Agreement and accepting the Severance Paybenefits hereunder, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company1/ of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Transition Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action by you, including but not limited to a class or collective action, whether you seek to participate as a party plaintiff or as a class member (each a “Claim” and jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 For purposes Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any local, state or federal discrimination, fair employment practices or other employment-related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Federal Worker Adjustment and Retraining Notification Act; and any similar California, or other state, federal, or local statutes. ** Claims under any other local, state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under local, state or federal law. Notwithstanding the foregoing, this section does not release the Company from any obligation expressly set forth in this Transition Agreement or any claim that cannot be released as a matter of law and claims for indemnity under any indemnification agreements or rights to indemnity under any Company bylaws or corporate charter. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Transition Agreement, the Company includes Sera Prognostics, Inc. and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns.
Appears in 1 contract
Your Release of Claims. You hereby agree voluntarily release and acknowledge forever discharge the Company, the Banks and any other affiliated and related entities, the predecessors, successors and assigns of the Company and all affiliated and related entities, the employee benefit plans of the Company and all affiliated and related entities, all fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, by signing as of the date when you sign this Agreement and accepting the Severance Pay, and for other good and valuable considerationAgreement, you are waiving have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, all Claims: • relating to your right to assert any employment by and resignation from employment with the Company and from all forms of legal claims against the Company1 of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge offices that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against held with the Company and the Banks; • of wrongful discharge or otherwise contacted any U.S. violation of public policy; • of breach of contract; • of defamation or other torts; • of retaliation or discrimination under federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back payClaims of discrimination or retaliation under the Age Discrimination in Employment Act, front paythe Americans with Disabilities Act, and Title VII of the Civil Rights Act of 1964); • under any other federal or state statute; • for wages, bonuses, incentive compensation, commissions, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, § 148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees injunctive relief and attorney’s fees; provided, however, that this release shall not affect or waive your rights under the Resignation Agreement. This Agreement and release also shall not affect or waive your rights to defense, indemnification and/or contribution under common law, applicable statutes, the Company’s by-laws, any other costs) against corporate organizational documents or any Company insurance policy (which you are fully reserving). This Agreement also shall not affect your rights under the Company’s Section 401(k) plan and/or under the Equity Documents, as defined in the Resignation Agreement. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any alleged action, inaction or circumstance existing or arising through of the Execution DateReleasees with respect to any Claim released by this Agreement. 1 For purposes of As a material inducement to the Company to enter into this Agreement, the Company includes Sera Prognostics, Inc. and you represent that you have not assigned any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assignsClaim to any third party.
Appears in 1 contract
Your Release of Claims. You hereby agree and acknowledge that, by signing this Agreement and accepting the Severance Pay, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as otherwise set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 For purposes of in this Agreement, in exchange for the consideration under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company includes Sera Prognostics, Inc. and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries subsidiaries, successors, predecessors and all other related entitiesaffiliates, and its and their former and current directors, officers, employees, trustees, agents, successors attorneys, insurers, affiliates and assigns, from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (b) all claims related to your compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys' fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the California Labor Code, and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, you shall not release the Company hereby from any obligation to indemnify you pursuant to the articles and bylaws of the Company or applicable law. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any other person or entity, against the Company or any other person or entity subject to the release granted in this paragraph. Notwithstanding the generality of the foregoing, you do not release the following claims:
(a) Claims for indemnity from the Company, or for the provision of a defense by the Company, pursuant to contract, the Company's by-laws, or California law;
(b) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
(c) Claims for workers' compensation insurance benefits under the terms of any worker's compensation insurance policy or fund of the Company;
(d) Claims to continued participation in certain of the Company's group benefit plans pursuant to the terms and conditions of the federal law known as COBRA; and
(e) Claims to any benefit entitlements vested as the Termination Date or the Separation Date, pursuant to the written terms of any Company employee benefit plan.
Appears in 1 contract
Samples: Separation and Transition Employment Agreement (Peninsula Pharmaceuticals Inc)
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PayAgreement, and for other good and valuable considerationconsideration provided for in this Agreement, you are waiving and releasing your right to assert any and all forms form of legal claims claim against the Company1 of Company1/ whatsoever for any kind whatsoeveralleged action, whether known inaction or unknown, circumstance existing or arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Separation Date. Except as set forth below, your Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorney’s fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Separation Date. 1 For purposes Without limiting the foregoing, you specifically waive and release the Company from any waivable claim arising from or related to your employment relationship with the Company up through the Separation Date including, without limitation: (i) claims under any Massachusetts or any other state or federal statute, regulation or executive order (as amended) relating to employment, fair employment practices, termination, discrimination, wages, hours, leaves of absence, and any other terms and conditions of employment, including the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Xxxx Xxxxxxxxx Fair Pay Act, the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, COBRA, the Worker Adjustment and Retraining Notification Act, the Massachusetts Fair Employment Practices Statute, the Massachusetts Equal Rights Act, the Massachusetts Civil Rights Act, the Massachusetts Privacy Statute, the Massachusetts Sexual Harassment Statute, the Massachusetts Wage Act, the Massachusetts Minimum Fair Wages Act, the Massachusetts Equal Pay Act, and any similar Massachusetts or other state or federal statute; please note ACTIVE/100565275.4 that this section specifically includes a waiver and release of claims regarding payments covered by the Massachusetts Wage Act or the Massachusetts Minimum Fair Wages Act, including hourly wages, salary, overtime, minimum wages, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay or severance pay; (ii) claims under any Massachusetts or any other state or federal common law theory, including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, retaliation, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence or any claim to attorneys’ fees under any applicable statute or common law theory of recovery; and (iii) any other claim arising under any Massachusetts or other state or federal law.
(b) Notwithstanding the foregoing, this Section 6 does not: (i) release the Company from any obligation expressly set forth in this Agreement; (ii) waive or release any legal claims which you may not waive or release by law, including without limitation obligations under workers compensation laws; (iii) release the Company from any obligations it has, or rights you may have, for indemnification or defense (x) in accordance with applicable laws or the corporate governance documents of the Company or its affiliates in accordance with their terms as in effect from time to time, or (y) pursuant to any applicable directors and officers insurance policy with respect to any liability incurred as an officer or director of the Company or its affiliates in accordance with the terms; or (iv) prohibit you from challenging the validity of this Agreementrelease under federal law, from filing a charge or complaint of employment related discrimination with the Company includes Sera PrognosticsEqual Employment Opportunity Commission (“EEOC”) or similar state agency, Inc. or from participating in any investigation or proceeding conducted by the EEOC or similar state agency. Your waiver and release, however, are intended to be a complete bar to any of its divisions, affiliates (which means all persons and entities directly recovery or indirectly controlling, controlled personal benefit by or to you with respect to any claim (except those which cannot be released under common control law), including those raised through a charge with the EEOC. Accordingly, nothing in this Section 6 shall be deemed to limit the Company)’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the federal discrimination laws, parentsor to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event you successfully challenge the validity of this release and prevail in any claim under the federal discrimination laws.
(c) You acknowledge and agree that, subsidiaries but for providing this waiver and all other related entitiesrelease, and its and their former and current directors, officers, employees, trustees, agents, successors and assignsyou would not be receiving the Severance Benefit provided to you under this Agreement.
Appears in 1 contract
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance Payrelease agreement (this “Release”), and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement Release (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Federal and state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence.
1 For purposes of this AgreementRelease, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns. ** Any other Claim arising under state or federal law. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Release. To that end, you have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Also, because you are over the age of 40, the Age Discrimination in Employment Act (“ADEA”), which prohibits discrimination on the basis of age, allows you at least twenty-one (21) days to consider the terms of this Release. ADEA also allows you to rescind your assent to this Release if, within seven (7) days after you sign this Agreement, you deliver by hand or send by mail (certified, return receipt and postmarked within such 7 day period) a notice of rescission to the Company. If no such rescission notice is provided by you to the Company, then the eighth day following the Execution Date is the “Effective Date” of this Release. Furthermore, nothing in this Release shall be deemed to prohibit you from challenging the validity of this Release under the federal discrimination laws of the United States (the “Federal Discrimination Laws”) or from filing a charge or complaint of employment-related discrimination with the Equal Employment Opportunity Commission (“EEOC”), or from participating in any investigation or proceeding conducted by the EEOC. Further, nothing in this Release or Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Federal Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this Release and prevail in any claim under the Federal Discrimination Laws.
Appears in 1 contract
Samples: Employment Agreement (Titanium Asset Management Corp)
Your Release of Claims. You hereby agree and acknowledge that, by signing this Agreement and accepting the Severance PayIn consideration for, and for other good and valuable considerationas a condition to, the receipt of the above payments stated in paragraph 3 above, you are waiving your right covenant not to assert xxx Releasees and completely release and forever discharge Releasees from all claims, rights, obligations, and causes of action of any and all forms of legal claims against the Company1 of any every kind whatsoeverand character, whether known or unknown, asserted or unasserted, which you may now have, or have ever had, arising from or in any way connected with or arising from your employment, and the beginning termination of time through the date you execute this Agreement your employment as Chief Financial Officer. This release includes without limitation all: (the “Execution Date”). You acknowledge that as a) "wrongful discharge" claims; (b) claims relating to any express or implied contracts regarding your employment or its termination; (c) claims alleging violation of Execution Dateany federal, you have not filed any complaintsstate, or local law, municipal statute, ordinance, regulation or constitution; (d) common law claims, chargesincluding tort and contract claims, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business claims alleging breach of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver covenant of good faith and release herein is intended to bar any form fair dealing and claims alleging violation of legal claim, complaint or any other form of action public policy; (jointly referred to as “Claims”e) against the Company seeking any form of relief including, without limitation, claims for attorneys’ fees and costs; (f) claims for monetary and equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form and (g) claims seeking payment of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damagestaxes, attorneys’ fees or costs. This release specifically includes any and any other costs) against all claims or causes of action that may be legally released and waived arising under Title VII of the Company, for any alleged action, inaction or circumstance existing or arising through Civil Rights Act of 1964; the Execution Date. 1 For purposes Equal Pay Act of this Agreement1963; the Civil Rights Act of 1991; the Civil Rights Act of 1866; the Age Discrimination in Employment Act of 1967 (“ADEA”); the Older Workers Benefit Protection Act (“OWBPA”); the Americans with Disabilities Act; the Employee Retirement Income Security Act; the Worker Adjustment and Retraining Notification Act of 1988; the Fair Credit Reporting Act; the Immigration Reform and Control Act; the Corporate and Criminal Fraud Accountability Act also known as the Sarbanes Oxley Act; the Family and Medical Leave Act; the Patient Protection and Affordable Care Act; the Health Care and Education Reconciliation Act of 2010; the Uniformed Services Employment and Reemployment Rights Act; the New York State Human Rights Law, the Company includes Sera PrognosticsNew York Equal Rights Law, Inc. and any of its divisionsthe New York Labor Law, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns.Administrative Code
Appears in 1 contract
Samples: General Release and Separation Agreement (Phibro Animal Health Corp)
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PaySeparation Benefits, and for other good and valuable considerationconsideration provided for in this Agreement, you are waiving and releasing your right to assert any form of legal claim against Company and each of Insperity, 4-Combinator, Inc. and 4Catalyzer Corporation, each of the foregoing entities’ respective divisions, affiliates, parents, subsidiaries and related entities, including Hyperfine and 4Bionics, and all forms of legal claims against the Company1 of foregoing entities’ owners, shareholders, partners, directors, officers, employees, trustees, agents, successors and assigns (the “Company Parties”) whatsoever for any kind whatsoeveralleged action, whether known inaction or unknown, circumstance existing or arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Effective Date. Except as set forth below, your Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company or any of Company Parties seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the CompanyCompany or any Company Party, for any alleged action, inaction or circumstance existing or arising through the Execution Effective Date. 1 For purposes Without limiting the generality of the foregoing, you specifically waive and release Company and Company Parties from any waivable claim arising from or related to your employment relationship with Company through the Effective Date including, without limitation:
(i) Claims under any New York (or any other state) or federal discrimination, fair employment practices, or other employment related statute, regulation or executive order (as amended through the Effective Date), including but not limited to the Age Discrimination in Employment Act and Older Workers Benefit Protection Act (29 U.S.C. § 621 et seq.), the Civil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991 (42 U.S.C. § 2000e et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Genetic Information Non-Discrimination Act (42 U.S.C. §2000ff et seq.), the Uniformed Services Employment and Reemployment Rights Act of 1994 (38 U.S.C. § 4301 et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Lxxx Xxxxxxxxx Fair Pay Act, the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Rehabilitation Act of 1973, the New York State Human Rights Law, the New York State Fair Credit Reporting Act, the New York State Correction Law, the New York Quarantine Leave Law, the New York City Human Rights Law, including but not limited to the New York City Fair Chance Act, the New York City Earned Sick and Safe Time Act, and the Stop Credit Discrimination in Employment Act, and any similar New York or other federal, state or local statute.
(ii) Claims under any New York (or any other state) or federal employment related statute, regulation or executive order (as amended through the Effective Date) relating to wages, hours or any other terms and conditions of employment, including but not limited to the Fair Labor Standards Act (29 U.S.C. § 201 et seq.), the National Labor Relations Act (29 U.S.C. § 151 et seq.), the Family and Medical Leave Act (29 U.X.X. §0000 et seq.), the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1000 et seq.), COBRA (29 U.S.C. § 1161 et seq.), the Worker Adjustment and Retraining Notification Act (29 U.S.C. § 2101 et seq.), and any similar New York or other federal, state or local statute, and specifically including Claims related to salary, overtime, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay, severance pay, or retaliation.
(iii) Claims under any New York (or any other state) or federal common law theory, including, without limitation, wrongful discharge, breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, privacy violations, invasion of privacy, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, wrongful termination in violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, fraudulent inducement, misrepresentation, deceit, fraud or negligence, rehire or reemployment rights or any claim to attorneys’ fees under any applicable statute or common law theory of recovery.
(iv) Claims under any New York (or any other state) or federal statute, regulation or executive order (as amended through the Effective Date) relating to whistleblower protections, violation of public policy, or any other form of retaliation or wrongful termination, including but not limited to the Sxxxxxxx-Xxxxx Act of 2002 and any similar New York or other federal, state or local statute.
(v) Claims under any Company employment, compensation, bonus, benefit, stock option, incentive compensation, restricted stock, and/or equity plan, program, policy, practice or agreement, including, without limitation, any Option, the Plan and the Offer Letter other than as such rights have been specifically preserved under this Agreement;
(vi) Claims against Company or any Company Party arising out of or related to the alleged vesting of shares under the 541 Award, the Company includes Sera Prognostics, Inc. and any 542 Award or the Plan arising out of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control in connection with the Business Combination;
(vii) Claims against Company), parentsany Company Party, subsidiaries Hyperfine or 4Bionics arising out or related to the Hyperfine Option or the 4Bionics Unit Award; or
(viii) Any other Claim arising under other local, state or federal law.
(b) Notwithstanding the foregoing, this Section 8 does not:
(i) Release Company or any Company Party from any obligation expressly set forth in this Agreement;
(ii) Waive or release any legal claims to vested benefits under Company’s employee benefit plans, including Company’s 401(k) plan;
(iii) Waive or release any legal claims which you may not waive or release by law, including obligations under workers’ compensation laws;
(iv) Waive or release any legal claims to indemnification under the indemnification agreement between you and all other related entities, Company and its Company’s director and their former and current directors, officers, employees, trustees, agents, successors and assigns.’ insurance policies in effect from time to time;
Appears in 1 contract
Your Release of Claims. You hereby agree (a) In consideration for the benefits under the Letter Agreement described in Section 1 of this Agreement, you agree, on behalf of yourself and acknowledge thatyour successors and assigns (together, by signing this Agreement the “Releasing Parties”), to release and accepting the Severance Payforever discharge SC and their subsidiaries, parent and affiliated companies, employees, officers and directors, and for other good and valuable considerationtheir respective assigns (together, you are waiving your right to assert the “SC Releasees”), from any and all forms manner of legal claims against the Company1 claims, debts, demands, damages, liabilities and causes of any kind whatsoeveraction, whether known or unknown, arising from the beginning of time through time, relating to or arising out of the date you execute this Agreement employment relationship or the termination of said relationship (collectively, the “Execution Released Claims”) including, but not limited to, causes of action for libel, slander, breach of contract, impairment of economic opportunity, intentional infliction of emotional distress or any other tort, or claims under federal, state, or local constitutions, statutes, regulations, ordinances or common law, including, but not limited to, the Employee Retirement Income Security Act of 1974; the Civil Rights Acts of 1866, 1871, 1964 and 1991; the Age Discrimination in Employment Act of 1967; the Rehabilitation Act of 1973; the Equal Pay Act of 1963; and the Americans with Disabilities Act of 1990. You understand that the claims released under this Section 2(a) will also include any and all Released Claims that any of the Releasing Parties have or may have had under the Age Discrimination in Employment Act, including the Older Workers Benefit Protection Act, on or before the Effective Date”), as that term is defined in below. You acknowledge that the consideration for this waiver is in addition to any other payment to which you may be entitled and that you are not and would not be entitled to the benefits described in Section 1 of this Agreement if you do not execute this Agreement.
(b) Notwithstanding the foregoing, the release granted under Section 2(a) specifically excludes:
(i) any rights to unemployment or disability benefits pursuant to the terms of applicable law;
(ii) any rights that any of the Releasing Parties have as a holder of Execution Date, you have not filed securities issued by of any complaints, claims, charges, actions, grievances or arbitrations against of the Company or otherwise contacted SC Releasees;
(iii) any U.S. rights based on any violation of any federal, state or local governmental agency statutory and/or public policy entitlement that, by applicable law, may not be waived;
(iv) any rights that arise under, or commission are preserved by, the termination provisions of the Letter Agreement;
(v) any rights to indemnification, advancement or contribution; and
(vi) any claim that has applicable jurisdiction is based on any act or omission that occurs after the date the you deliver your signature on this Agreement to regulate the Company SC.
(each a “Government Agency”c) regarding the Company, except In addition to the extent foregoing, nothing in this Agreement will prevent or prohibit you (i) have already informed from filing a claim with a government agency, such as the Company in writing prior to U.S. Equal Employment Opportunity Commission, that is responsible for enforcing a law on behalf of the Execution Date, or (ii) are permitted by law to opt against such disclosure; and furthergovernment. However, you understand that you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver waiving and release herein is intended to bar any form of legal claim, complaint or releasing all claims for monetary damages and any other form of action personal relief through any such claim.
(jointly referred d) You understand that you have been given a period of at least 21 days to as “Claims”consider this Agreement. If you decide to sign this Agreement before the 21-day consideration period ends, then you are doing so knowingly and voluntarily, under no pressure from SC.
(e) against You understand that you have the Company seeking any form right to revoke this Agreement within seven calendar days after the date you sign it and deliver your signature to SC, by providing written notice of relief includingyour revocation to General Counsel, without limitationSantander Consumer USA Inc., equitable relief 0000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, 000-000-0000. If your written notice of revocation is not actually received by SC before the close of business (whether declaratoryi.e., injunctive or otherwise5:00 p.m., CST) on the seventh (7th) calendar day following the day you signs this Agreement and deliver your signature to SC, then there will be no revocation and this Agreement will become fully effective and enforceable. If you revoke this Agreement in accordance with this Section 2(f), you will not be entitled to receive the recovery benefits under the Letter Agreement that are described in Section 1 above. This Agreement will become effective and enforceable on the first business day following the expiration of any damagesthe seven-day revocation period (the “Effective Date”), or any other form provided you have not revoked it in accordance to this Section 2(f).
(f) You acknowledge that this Agreement is written in a manner designed to be understood by you and that you have read it carefully and understands its terms. You understand and acknowledge that you have been advised by SC to consult with the attorney(s) of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 For purposes of your choice prior to signing this Agreement, the Company includes Sera Prognostics, Inc. and any of its divisions, affiliates . After having consulted with your attorney(s) (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Companydeclining SC’s advice to seek such consultation), parents, subsidiaries you represent that you understand the release and all you are voluntarily entering into it of your own free will. You represent and agree that SC has made no representations to you regarding this release other related entities, than those contained in this Agreement and its and their former and current directors, officers, employees, trustees, agents, successors and assignsin the Letter Agreement.
Appears in 1 contract
Samples: Employment Agreement (Santander Consumer USA Holdings Inc.)
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PaySeparation Benefits, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action by you, including but not limited to a class or collective action, whether you seek to participate as a party plaintiff or as a class member (each a “Claim” and jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages,
(b) Without limiting the foregoing general waiver and release, attorneys’ fees you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any local, state or federal discrimination, fair employment practices or other costs) against the Companyemployment-related statute, for any alleged action, inaction regulation or circumstance existing or arising executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. 1 For purposes of Without limitation, specifically included in this Agreementparagraph are any Claims arising under the Federal Age Discrimination in Employment Act, the Company includes Sera PrognosticsCivil Rights Acts of 1866 and 1871, Inc. Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Genetic Information Nondiscrimination Act of 2008, the Employee Retirement Income Security Act of 1974, COBRA, and any similar Federal, state, or local statute. ** Claims under any other local, state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to any other terms and conditions of its divisionsemployment. ** Claims under any state or federal common law theory including, affiliates without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under local, state or federal law. ** Claims under any Company employment, compensation, bonus, benefit, stock option, incentive compensation, restricted stock unit, and/or equity plan, program, policy, practice, or agreement, including, without limitation, any equity award or plan, or employment agreement, including the Employment Agreement;
(which means all persons and entities directly or indirectly controllingc) Section 1542 of the Civil Code of the State of California (“Section 1542”) provides, controlled by or under common control with generally, that a release does not extend to unknown claims. Specifically, Section 1542 of the Company)Civil Code of the State of California states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, parentsIF KNOWN BY HIM OR HER, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assignsWOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Appears in 1 contract
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PaySeparation Benefits, and for other good and valuable considerationconsideration provided for in this Agreement, you are waiving and releasing your right to assert any and all forms form of legal claims claim against Company, any of Company Affiliates, their respective successors, predecessors and assigns and each of their respective owners, shareholders, partners, directors, officers, employees, trustees, agents, successors and assigns (the Company1 of “Company Parties”) whatsoever for any kind whatsoeveralleged action, whether known inaction or unknown, circumstance existing or arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Effective Date. Except as set forth below, your Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company or any of Company Parties seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the CompanyCompany or any Company Party, for any alleged action, inaction or circumstance existing or arising through the Execution Effective Date. 1 For purposes Without limiting the generality of this Agreementthe foregoing, you specifically waive and release Company and Company Parties from any waivable Claim arising from or related to your employment relationship with Company through the Effective Date including, without limitation:
(i) Claims under any Connecticut (or any other state) or federal discrimination, fair employment practices, or other employment related statute, regulation or executive order (as amended through the Effective Date), including but not limited to the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act (29 U.S.C. § 621 et seq.), the Company includes Sera PrognosticsCivil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991 (42 U.S.C. § 2000e et seq.), Inc. the Equal Pay Act (29 U.S.C. § 201 et seq.), the Genetic Information Non-Discrimination Act (42 U.S.C. §2000ff et seq.), the Uniformed Services Employment and Reemployment Rights Act of 1994 (38 U.S.C. § 4301 et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Xxxx Xxxxxxxxx Fair Pay Act, the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Rehabilitation Act of 1973, the Connecticut Fair Employment Practices Act and the Connecticut Equal Pay for Equal Work statute.
(ii) Claims under any Connecticut (or any other state) or federal employment related statute, regulation or executive order (as amended through the Effective Date) relating to wages, hours or any other terms and conditions of employment, including but not limited to the National Labor Relations Act (29 U.S.C. § 151 et seq.), the Family and Medical Leave Act (29 X.X.X. §0000 et seq.), the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1000 et seq.), COBRA (29 U.S.C. § 1161 et seq.), the Worker Adjustment and Retraining Notification Act (29 U.S.C. § 2101 et seq.), the Connecticut Paid Family Leave Act, and any of its divisionssimilar Connecticut or other federal, affiliates (which means all persons and entities directly state or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entitieslocal statute, and its and their former and current directorsspecifically including Claims related to salary, officersovertime, employeescommissions, trusteesvacation pay, agentsholiday pay, successors and assignssick leave pay, dismissal pay, bonus pay, severance pay, or retaliation.
Appears in 1 contract
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PaySeparation Benefits, and for other good and valuable considerationconsideration provided for in this Agreement, you are waiving and releasing your right to assert any and all forms form of legal claims claim against the Company1 of Company1/ whatsoever for any kind whatsoeveralleged action, whether known inaction or unknown, circumstance existing or arising from the beginning of time through the date you execute sign this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise)relief, the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company), for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 Without limiting the generality of the foregoing, you waive and release the Company from any waivable Claim arising from or related to your employment relationship with the Company through the Execution Date including, without limitation:
(i) Claims under any New Jersey or any other state or federal employment related statute, regulation or executive order (as amended through the Execution Date) relating to any terms and conditions of employment, fair employment practices, discrimination, wages or hours, or any other employment related statute, regulation or executive order (as amended 1/For purposes of this AgreementSection 7, the Company includes Sera Prognostics, Inc. “Company” means Bellerophon Therapeutics and any of its current and former divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company)affiliates, parents, subsidiaries and all other related entities, and its and their respective current and former and current insurers, owners, shareholders, partners, directors, officers, employees, trustees, agents, successors and assigns. through the Execution Date), including but not limited to the Age Discrimination in Employment Act and Older Workers Benefit Protection Act, the Civil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991, the Equal Pay Act, the Genetic Information Non-Discrimination Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Equal Pay Act, the Xxxx Xxxxxxxxx Fair Pay Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, COBRA, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the New Jersey Wage Payment Law, the New Jersey Wage and Hour Law, the New Jersey Equal Pay Act, the New Jersey Security and Financial Empowerment Act, the New Jersey Opportunity to Compete Act, the New Jersey Family Leave Insurance provisions of the New Jersey Temporary Disability Benefits Law, the New Jersey Earned Sick Leave Law, the New Jersey WARN Act, retaliation claims under the New Jersey Workers’ Compensation Law, and any similar New Jersey or other state or federal statute. Please note that this Section 7 specifically includes a waiver and release of Claims that you have or may have regarding payments or amounts covered by these statutes, regulations or orders (including, for instance, hourly wages, salary, overtime, minimum wages, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay or severance pay), as well as Claims for retaliation under these statutes, regulations or orders.
(ii) Claims under any New Jersey or any other state or federal common law theory, including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, termination in violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, promissory estoppel, fraudulent inducement, invasion of privacy, misrepresentation, deceit, fraud or negligence or any claim to attorneys’ fees under any applicable statute or common law theory of recovery.
(iii) Claims under any Company employment, compensation, bonus, benefit, stock option, incentive compensation, restricted stock, and/or equity plan, program, policy, practice or agreement, including, without limitation, the Option Agreement and the Plan.
(iv) Any other Claim arising under other local, state or federal law.
(b) Notwithstanding the foregoing, this Section 7 does not: (i) release the Company from any obligation expressly set forth in this Agreement; (ii) waive or release any legal claims which you may not waive or release by law, including obligations under workers’ compensation laws; or (iii) prohibit you from (i) filing a charge with, or participating in or assisting with an investigation or proceeding conducted by, any governmental, regulatory and/or administrative entity or agency (including the Securities Exchange Commission, the Equal Employment Opportunity Commission, and/or OSHA); (ii) filing and, including as provided for under Section 21F of the Securities Exchange Act of 1934 (and Regulation 21F thereunder), maintaining the confidentiality of, a claim with a governmental, regulatory and/or administrative entity or agency that is responsible for enforcing a law; or (iii) providing truthful information to a governmental, regulatory and/or administrative entity or agency, or court, in response to compulsory legal process or as otherwise required by law or legal process or as permitted by Section 21F of the Securities Exchange Act of 1934 (or Regulation 21F thereunder); provided, however, you waive the right to recover any personal damages or other personal relief based on any claim, cause of action, demand, lawsuit or similar that is waived pursuant to this Agreement and brought by you or on your behalf by any third party, including as a member of any class or collective action, except that you do not waive any right to receive and fully retain any monetary award from a government-administered whistleblower award program for providing information to a government agency, including but not limited to damages or relief that may be available to Employee pursuant to such a program under the Securities Exchange Act of 1934.
(c) You acknowledge and agree that any obligation of the Company to provide you with the Separation Benefits is expressly conditioned on your execution of this Agreement without rescission and your execution of the Supplemental Release without rescission (as described in Exhibit A), both of which include a general release of claims.
Appears in 1 contract
Samples: Separation Agreement (Bellerophon Therapeutics, Inc.)
Your Release of Claims. You hereby agree and acknowledge that, by By signing this Separation Agreement and accepting the Severance Paycompensation set forth in Section 3, you, on behalf of yourself, your heirs, executors, administrators, successors and assigns, waive, release and forever discharge the Company and all current and former subsidiaries, divisions, related or affiliated companies, and for other good all of their officers, directors, employees, agents, successors, predecessors and valuable considerationassigns, you are waiving your right including but not limited to assert any all management and supervisory employees (severally and collectively “Releasees”), jointly and individually, from all forms claims, complaints, demands, causes of legal claims against the Company1 action, obligations, liabilities and damages of any kind whatsoeverevery nature and description, whether known or unknown, foreseen or unforeseen, in law or equity, at common law or under any statute, rule, regulation, order or law, whether federal, state or local, on any grounds whatsoever arising from the beginning before your signing this Separation Agreement, including but not limited to any claim relating to or arising out of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against your employment by the Company or otherwise contacted the Company’s involuntary termination of your employment, any U.S. claim under the WARN Act, any claim under the Age Discrimination in Employment Act of 1967, as amended, any claim of discrimination on any basis under any federal, state or local governmental law, any claim of breach of any express or implied contract, any claim for promissory estoppel or detrimental reliance, and any claim for wrongful or constructive discharge. If any administrative agency or commission court assumes jurisdiction of any charge, complaint, proceeding or action covered by Section 4 of this Separation Agreement against any of the Releasees, you agree not to accept, recover or receive any monetary damages or other relief from or in connection with such charge, complaint, proceeding or action. You agree that has applicable if a court of competent jurisdiction determines that you are to regulate be awarded damages under WARN, those damages will be offset by the total compensation paid to you under Section 3(a) and 3(b) of this Separation Agreement. The Company (each a “Government Agency”) regarding the Company, except advises you to consult with your own attorney before agreeing to the extent release of claims set forth in this section. As set forth below in Section 12, you have twenty-one (i21) have already informed days from the date of your receipt of this letter to review this Separation Agreement and the release it contains. Nothing in this section impairs your right to vested Company benefits to which you are entitled as of the date you sign this Separation Agreement. Nothing in writing prior this section impairs any right you hold that cannot be waived or released as a matter of law. By way of example, nothing in this section impairs your right to the Execution Datefile a charge or complaint with any appropriate federal, state, or (ii) are permitted by law local agency, such as the United States Equal Employment Opportunity Commission, or to opt against participate in or cooperate with any such disclosure; and furthercharge or complaint procedure. After signing this Separation Agreement, you are not aware of any unlawful conduct in relation retain the right to challenge the business validity of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 For purposes of this Agreement, the Company includes Sera Prognostics, Inc. and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns.Separation
Appears in 1 contract
Your Release of Claims. You hereby agree voluntarily release and acknowledge forever discharge the Company, the Banks and any other affiliated and related entities, the predecessors, successors and assigns of the Company and all affiliated and related entities, the employee benefit plans of the Company and all affiliated and related entities, all fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, by signing as of the date when you sign this Agreement and accepting the Severance Pay, and for other good and valuable considerationAgreement, you are waiving have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, all Claims: · relating to your right to assert any employment by and resignation from employment with the Company and from all forms of legal claims against the Company1 of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge offices that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against held with the Company and the Banks; · of wrongful discharge or otherwise contacted any U.S. violation of public policy; · of breach of contract; · of defamation or other torts; · of retaliation or discrimination under federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back payClaims of discrimination or retaliation under the Age Discrimination in Employment Act, front paythe Americans with Disabilities Act, and Title VII of the Civil Rights Act of 1964); · under any other federal or state statute; · for wages, bonuses, incentive compensation, commissions, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, § 148-150C, or otherwise; and · for damages or other remedies of any sort, including, without limitation, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees injunctive relief and attorney’s fees; provided, however, that this release shall not affect or waive your rights under the Resignation Agreement. This Agreement and release also shall not affect or waive your rights to defense, indemnification and/or contribution under common law, applicable statutes, the Company’s by-laws, any other costs) against corporate organizational documents or any Company insurance policy (which you are fully reserving). This Agreement also shall not affect your rights under the Company’s Section 401(k) plan and/or under the Equity Documents, as defined in the Resignation Agreement. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any alleged action, inaction or circumstance existing or arising through of the Execution DateReleasees with respect to any Claim released by this Agreement. 1 For purposes of As a material inducement to the Company to enter into this Agreement, the Company includes Sera Prognostics, Inc. and you represent that you have not assigned any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assignsClaim to any third party.
Appears in 1 contract
Your Release of Claims. You agree not to sue, or otherwise file any claim against, the Company or any of its directors, officers, managers, employees or agents for any reason whatsoever based on anything that has occurred as of the date you sign this Agreement.
a) On behalf of yourself and your executors, administrators, heirs and assigns, you hereby agree release and acknowledge thatforever discharge the “Releasees” hereunder, by signing this Agreement and accepting consisting of the Severance PayCompany, and for other good each of its owners, directors, officers, managers, employees, representatives, agents, attorneys and valuable considerationinsurers, you are waiving your right to assert and all persons acting by, through, under or in concert with them, or any of them, of and from any and all forms manner of legal claims against the Company1 action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any kind nature whatsoever, whether known or unknown, arising fixed or contingent (hereinafter called “Claims”), which you now have or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time through the date Mutual Separation Date. Without limiting the generality of the foregoing, you execute this Agreement hereby release and forever discharge the Releasees of and from any Claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever your employment by the Company, including, but not limited to, wage claims (the base, bonus or commission), your termination of your position and your mutual employment separation, including without limitation any and all claims arising under federal, state, or local laws relating to employment, claims of any kind that may be brought in any court or administrative agency, any claims arising under that Age Discrimination in Employment Act (“Execution DateADEA”). You acknowledge that as ; Title VII of Execution Datethe Civil Rights Act of 1964, you have not filed the Civil Rights Act of 1866; the Equal Pay Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act; the Family Medical Leave Act; the California Fair Employment and Housing Act; the California Family Rights Act; the California Labor Code; the California Occupational Safety and Health Act; Section 17200 of the California Business and Professions Code; Claims arising under any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federalother local, state or local governmental agency or commission that has applicable jurisdiction to regulate federal laws governing employment, including, but not limited to, the Company (each a “Government Agency”) regarding the Companylaws of California; Claims for breach of contract; Claims arising in tort, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief Claims of wrongful dismissal or discharge, failure to pay wages (whether declaratorybase, injunctive or otherwisebonus and commission), discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the recovery implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any damagessort, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees injunctive relief and attorney’s fees. Notwithstanding the generality of the foregoing, you do not release any claims that cannot be released as a matter of law, including, without limitation, claims for indemnity under California Labor Code Section 2802 and any other costs) against policy of insurance carried by the Company, and your right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing (or similar state agencies) administrative Claims of harassment, discrimination or retaliation; provided, however, that you release your right to secure damages as a remedy for any alleged actionsuch administrative Claims.
b) Notwithstanding the generality of the foregoing in subsection a) above, inaction you do not release any claims that cannot be released as a matter of law, including, without limitation, claims for indemnity under California Labor Code Section 2802 and any policy of insurance carried by the Company, and your right to bring to the attention of the Equal Employment Opportunity Commission or circumstance existing the California Department of Fair Employment and Housing (or arising through similar state agency) administrative Claims of harassment, discrimination or retaliation; provided, however, that you release your right to secure damages as a remedy for any such administrative Claims.
c) You have been advised of the Execution Datefollowing:
i) You have the right to consult with an attorney before signing this Agreement.
ii) You have seven (7) days after signing this Agreement to revoke your agreement to it, and the Agreement will not be effective, and you will not receive any of the Severance Payments or benefits outlined in Section 2 until that revocation period has expired. 1 For purposes If you wish to revoke your acceptance of this AgreementRelease, you must deliver such notice by email, to be received no later than 5:00 p.m. Pacific Time on the Company includes Sera Prognostics7th day following your signature to Xxxxxxx Xxxxxxxx, Inc. and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assignsChief Human Resources Officer at [***].
Appears in 1 contract
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PaySeparation Benefits, and for other good and valuable considerationconsideration provided for in this Agreement, you are waiving and releasing your right to assert any and all forms form of legal claims claim against the Company1 of Company1/ whatsoever for any kind whatsoeveralleged action, whether known inaction or unknown, circumstance existing or arising from the beginning of time through the date you execute sign this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 For purposes Without limiting the generality of the foregoing, you specifically waive and release the Company from any waivable claim arising from or related to your employment relationship with the Company through the Execution Date including, without limitation:
(i) Claims under any New Jersey (or any other state) or federal discrimination, fair employment practices, or other employment related statute, regulation or executive order (as amended through the Execution Date), including but not limited to the Age Discrimination in Employment Act and Older Workers Benefit Protection Act (29 U.S.C. § 621 et seq.), the Civil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991 (42 U.S.C. § 2000e et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Genetic Information Non-Discrimination Act (42 U.S.C. §2000ff et seq.), the Uniformed Services Employment and Reemployment Rights Act of 1994 (38 U.S.C. § 4301 et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Xxxx Xxxxxxxxx Fair Pay Act, the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Rehabilitation Act of 1973, the New Jersey Law Against Discrimination and any similar New Jersey or other state or federal statute.
(ii) Claims under any New Jersey (or any other state) or federal employment related statute, regulation or executive order (as amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment, including but not limited to the Fair Labor Standards Act (29 U.S.C. § 201 et seq.), the National Labor Relations Act (29 U.S.C. § 151 et seq.), the Family and Medical Leave Act (29 U.S.C. §2601 et seq.), the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1000 et seq.), COBRA (29 U.S.C. § 1161 et seq.), the Worker Adjustment and Retraining Notification Act (29 U.S.C. § 2101 et seq.), the New Jersey Family Leave Act, the New Jersey Wage Payment Law, the New Jersey Wage and Hour Law, the New Jersey Equal Pay Act, the New Jersey Security and Financial Empowerment Act, the New Jersey Opportunity to Compete Act, the New Jersey Family Leave Insurance provisions of the New Jersey Temporary Disability Benefits Law, the New Jersey Earned Sick Leave Law, the New Jersey WARN Act, retaliation claims under the New Jersey Workers’ Compensation Law, and any similar New Jersey or other state or federal statute, and specifically including Claims related to salary, overtime, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay, severance pay, or retaliation. Please note that this Section 7 specifically includes a waiver and release of Claims that Employee has or may have regarding payments or amounts covered by these statutes, regulations or orders (including, for instance, hourly wages, salary, overtime, minimum wages, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay or severance pay), as well as Claims for retaliation under these statutes, regulations or orders.
(iii) Claims under any New Jersey (or any other state) or federal common law theory, including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, termination in violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, promissory estoppel, fraudulent inducement, invasion of privacy, misrepresentation, deceit, fraud or negligence or any claim to attorneys’ fees under any applicable statute or common law theory of recovery.
(iv) Claims under any New Jersey (or any other state) or federal statute, regulation or executive order (as amended through the Execution Date) relating to whistleblower protections, violation of public policy, or any other form of retaliation or wrongful termination, including but not limited to the Xxxxxxxx-Xxxxx Act of 2002, the New Jersey Conscientious Employee Protection Act, and any similar New Jersey or other state or federal statute.
(v) Claims under any the Company employment, compensation, bonus, benefit, stock option, incentive compensation, restricted stock, and/or equity plan, program, policy, practice or agreement, including, without limitation, the Option Agreement and the Plan.
(vi) Any other Claim arising under other local, state or federal law.
(b) Notwithstanding the foregoing, this Section 7 does not:
(i) Release the Company from any obligation expressly set forth in this Agreement.
(ii) Waive or release any legal claims which you may not waive or release by law, including obligations under workers’ compensation laws.
(iii) Prohibit you from (i) filing a charge with, or participating in or assisting with an investigation or proceeding conducted by, any governmental, regulatory and/or administrative entity or agency (including the Securities Exchange Commission, the Equal Employment Opportunity Commission, and/or OSHA); (ii) filing and, including as provided for under Section 21F of the Securities Exchange Act of 1934 (and Regulation 21F thereunder), maintaining the confidentiality of, a claim with a governmental, regulatory and/or administrative entity or agency that is responsible for enforcing a law; or (iii) providing truthful information to a governmental, regulatory and/or administrative entity or agency, or court, in response to compulsory legal process or as otherwise required by law or legal process or as permitted by Section 21F of the Securities Exchange Act of 1934 (or Regulation 21F thereunder); provided, however, you waive the right to recover any personal damages or other personal relief based on any claim, cause of action, demand, lawsuit or similar that is waived pursuant to this Agreement and brought by you or on your behalf by any third party, including as a member of any class or collective action, except that you do not waive any right to receive and fully retain any monetary award from a government-administered whistleblower award program for providing information to a government agency, including but not limited to damages or relief that may be available to Employee pursuant to such a program under the Securities Exchange Act of 1934.
(c) You acknowledge and agree that any obligation of the Company to provide you with the Separation Benefits under this Agreement and any other consideration set forth in this Agreement is expressly conditioned on your execution of this Agreement, Agreement within seven (7) days of the date the Company includes Sera Prognostics, Inc. provides you with this Agreement and any your execution of its divisions, affiliates the Supplemental Release no earlier than the Separation Date but no later than seven (which means all persons and entities directly or indirectly controlling, controlled by or under common control with 7) days after the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assignsSeparation Date.
Appears in 1 contract
Samples: Separation Agreement (Bellerophon Therapeutics, Inc.)
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance Separation Pay, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company1/ of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the separation thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any 1/ For purposes of this Agreement, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns. Claims arising under the Federal Age Discrimination in Employment Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act, the California Fair Employment and Housing Act, the California Labor Code and any similar California or other state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law. Notwithstanding the foregoing, this section does not release the Company from any obligation expressly set forth in this Agreement. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. Also, consistent with the provisions of the Federal Discrimination Laws, nothing in this release shall be deemed to prohibit you from challenging the validity of this release under the federal age or other discrimination laws (the “Federal Discrimination Laws”) or from filing a charge or complaint of employment-related discrimination with the Equal Employment Opportunity Commission (“EEOC”), or from participating in any investigation or proceeding conducted by the EEOC. Further, nothing in this release or Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Federal Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim under the Federal Discrimination Laws.
Appears in 1 contract
Your Release of Claims. You hereby agree and acknowledge that, by By signing this Separation Agreement and accepting the Severance Paycompensation set forth in Section 3, you, on behalf of yourself, your heirs, executors, administrators, successors and assigns, waive, release and forever discharge the Company and all current and former subsidiaries, divisions, related or affiliated companies, and for other good all of their officers, directors, employees, agents, successors, predecessors and valuable considerationassigns, you are waiving your right including but not limited to assert any all management and supervisory employees (severally and collectively “Releasees”), jointly and individually, from all forms claims, complaints, demands, causes of legal claims against the Company1 action, obligations, liabilities and damages of any kind whatsoeverevery nature and description, whether known or unknown, foreseen or unforeseen, in law or equity, at common law or under any statute, rule, regulation, order or law, whether federal, state or local, on any grounds whatsoever arising from the beginning before your signing this Separation Agreement, including but not limited to any claim relating to or arising out of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against your employment by the Company or otherwise contacted the Company’s involuntary termination of your employment, any U.S. claim under the WARN Act, any claim under the Age Discrimination in Employment Act of 1967, as amended, any claim of discrimination on any basis under any federal, state or local governmental law, any claim of breach of any express or implied contract, any claim for promissory estoppel or detrimental reliance, and any claim for wrongful or constructive discharge. If any administrative agency or commission court assumes jurisdiction of any charge, complaint, proceeding or action covered by Section 4 of this Separation Agreement against any of the Releasees, you agree not to accept, recover or receive any monetary damages or other relief from or in connection with such charge, complaint, proceeding or action. You agree that has applicable if a court of competent jurisdiction determines that you are to regulate be awarded damages under WARN, those damages will be offset by the total compensation paid to you under Section 3(a) and 3(b) of this Separation Agreement. Nothing in this section impairs your right to vested Company (each benefits to which you are entitled as of the date you sign this Separation Agreement. Nothing in this section impairs any right you hold that cannot be waived or released as a “Government Agency”) regarding the Companymatter of law. By way of example, except nothing in this section impairs your right to the extent you (i) have already informed the Company in writing prior to the Execution Datefile a charge or complaint with any appropriate federal, state, or (ii) are permitted by law local agency, such as the United States Equal Employment Opportunity Commission, or to opt against participate in or cooperate with any such disclosure; and furthercharge or complaint procedure. After signing this Separation Agreement, you are not aware of any unlawful conduct in relation retain the right to challenge the business validity of the Company, except to the extent Separation Agreement. If you have already informed the Company in writing prior to the Execution Date. Except any questions about other rights you may hold that cannot be waived or released as set forth below, your waiver and release herein is intended to bar any form a matter of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 For purposes of this Agreementlaw, the Company includes Sera Prognostics, Inc. and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control advises you to consult with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assignsyour own attorney on that subject.
Appears in 1 contract
Your Release of Claims. You By signing this Agreement, you hereby agree and acknowledge that, by signing this Agreement and accepting the Severance Pay, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company1/ of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Federal and state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence.
1/ For purposes of this Agreement, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns.
Appears in 1 contract
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PayAgreement, and for other good and valuable considerationconsideration provided for in this Agreement, you are waiving and releasing your right to assert any and all forms form of legal claims claim against the Company1 of Company(1) whatsoever for any kind whatsoeveralleged action, whether known inaction or unknown, circumstance existing or arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Separation Date. Except as set forth below, your Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorney’s fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Separation Date. 1 Without limiting the foregoing, you specifically waive and release the Company from any waivable claim arising from or related to your employment relationship with the Company up through the Separation Date including, without limitation: (i) claims under any Massachusetts or any other state or federal statute, regulation or executive order (as amended) relating to employment, fair employment practices, termination, discrimination, wages, hours, leaves of absence, and any other terms and conditions of employment, including the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Xxxx Xxxxxxxxx Fair Pay Act, the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, COBRA, the Worker Adjustment and Retraining Notification Act, the Massachusetts Fair Employment Practices Statute, the Massachusetts Equal Rights Act, the Massachusetts Civil Rights Act, the Massachusetts Privacy Statute, the Massachusetts Sexual Harassment Statute, the Massachusetts Wage Act, the Massachusetts Minimum Fair Wages Act, the Massachusetts Equal Pay Act, and any similar Massachusetts or other state or federal statute; please note that this section specifically includes a waiver and release of claims regarding payments covered by the Massachusetts Wage Act or the Massachusetts Minimum Fair Wages Act, including hourly wages, salary, overtime, minimum wages, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay or severance pay; (ii) claims under any Massachusetts or any other state or federal common law theory, including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, retaliation, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence or any claim to attorneys’ fees under any applicable statute or common law theory of recovery; and (iii) any other claim arising under any Massachusetts or other state or federal law.
(b) Notwithstanding the foregoing, this Section 6 does not: (i) release the Company from any obligation expressly set forth in this Agreement; (ii) waive or release any legal claims which you may not waive or release by law, including without limitation obligations under workers compensation laws; (iii) release the Company from any obligations it has, or rights you may have, for indemnification or
(1) For the purposes of this Agreementsection, the Company includes Sera Prognosticsparties agree that the term “The Company” shall include Axcella Health, Inc. and any of its divisionsInc., affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entitiesFlagship Ventures, and its and their former divisions, affiliates, parents and current subsidiaries, and its and their respective officers, directors, officersshareholders, owners, employees, trusteesattorneys, agents, successors agents and assigns. defense (x) in accordance with applicable laws or the corporate governance documents of the Company or its affiliates in accordance with their terms as in effect from time to time, or (y) pursuant to any applicable directors and officers insurance policy with respect to any liability incurred as an officer or director of the Company or its affiliates in accordance with the terms; or (iv) prohibit you from challenging the validity of this release under federal law, from filing a charge or complaint of employment related discrimination with the Equal Employment Opportunity Commission (“EEOC”) or similar state agency, or from participating in any investigation or proceeding conducted by the EEOC or similar state agency. Your waiver and release, however, are intended to be a complete bar to any recovery or personal benefit by or to you with respect to any claim (except those which cannot be released under law), including those raised through a charge with the EEOC. Accordingly, nothing in this Section 6 shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the federal discrimination laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event you successfully challenge the validity of this release and prevail in any claim under the federal discrimination laws.
(c) You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the Severance Benefit provided to you under this Agreement.
Appears in 1 contract
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PaySeparation Benefits, and for other good and valuable considerationconsideration provided for in this Agreement, you are waiving and releasing your right to assert any and all forms form of legal claims claim against the Company1 of Company1/ whatsoever for any kind whatsoeveralleged action, whether known inaction or unknown, circumstance existing or arising from the beginning of time through the date you execute sign this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise)relief, the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company), for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 Without limiting the generality of the foregoing, you waive and release the Company from any waivable Claim arising from or related to your employment relationship with the Company through the Execution Date including, without limitation:
(i) Claims under any New Jersey or any other state or federal employment related statute, regulation or executive order (as amended through the Execution Date) relating to any terms and conditions of employment, fair employment practices, discrimination, wages or hours, or any other employment related statute, regulation or executive order (as amended through the Execution Date), including but not limited to the Age Discrimination in Employment Act and Older Workers Benefit Protection Act, the Civil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil 1/For purposes of this AgreementSection 7, the Company includes Sera Prognostics, Inc. “Company” means Bellerophon Therapeutics and any of its current and former divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company)affiliates, parents, subsidiaries and all other related entities, and its and their respective current and former and current insurers, owners, shareholders, partners, directors, officers, employees, trustees, agents, successors and assigns. Rights Act of 1991, the Equal Pay Act, the Genetic Information Non-Discrimination Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Equal Pay Act, the Xxxx Xxxxxxxxx Fair Pay Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, COBRA, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the New Jersey Wage Payment Law, the New Jersey Wage and Hour Law, the New Jersey Equal Pay Act, the New Jersey Security and Financial Empowerment Act, the New Jersey Opportunity to Compete Act, the New Jersey Family Leave Insurance provisions of the New Jersey Temporary Disability Benefits Law, the New Jersey Earned Sick Leave Law, the New Jersey WARN Act, retaliation claims under the New Jersey Workers’ Compensation Law, and any similar New Jersey or other state or federal statute. Please note that this Section 7 specifically includes a waiver and release of Claims that you have or may have regarding payments or amounts covered by these statutes, regulations or orders (including, for instance, hourly wages, salary, overtime, minimum wages, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay or severance pay), as well as Claims for retaliation under these statutes, regulations or orders.
(ii) Claims under any New Jersey or any other state or federal common law theory, including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, termination in violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, promissory estoppel, fraudulent inducement, invasion of privacy, misrepresentation, deceit, fraud or negligence or any claim to attorneys’ fees under any applicable statute or common law theory of recovery.
(iii) Claims under any Company employment, compensation, bonus, benefit, stock option, incentive compensation, restricted stock, and/or equity plan, program, policy, practice or agreement, including, without limitation, the Option Agreement and the Plan.
(iv) Any other Claim arising under other local, state or federal law.
(b) Notwithstanding the foregoing, this Section 7 does not: (i) release the Company from any obligation expressly set forth in this Agreement; (ii) waive or release any legal claims which you may not waive or release by law, including obligations under workers’ compensation laws; or (iii) prohibit you from (i) filing a charge with, or participating in or assisting with an investigation or proceeding conducted by, any governmental, regulatory and/or administrative entity or agency (including the Securities Exchange Commission, the Equal Employment Opportunity Commission, and/or OSHA); (ii) filing and, including as provided for under Section 21F of the Securities Exchange Act of 1934 (and Regulation 21F thereunder), maintaining the confidentiality of, a claim with a governmental, regulatory and/or administrative entity or agency that is responsible for enforcing a law; or (iii) providing truthful information to a governmental, regulatory and/or administrative entity or agency, or court, in response to compulsory legal process or as otherwise required by law or legal process or as permitted by Section 21F of the Securities Exchange Act of 1934 (or Regulation 21F thereunder); provided, however, you waive the right to recover any personal damages or other personal relief based on any claim, cause of action, demand, lawsuit or similar that is waived pursuant to this Agreement and brought by you or on your behalf by any third party, including as a member of any class or collective action, except that you do not waive any right to receive and fully retain any monetary award from a government-administered whistleblower award program for providing information to a government agency, including but not limited to damages or relief that may be available to Employee pursuant to such a program under the Securities Exchange Act of 1934.
(c) You acknowledge and agree that any obligation of the Company to provide you with the Separation Benefits is expressly conditioned on your execution of this Agreement without rescission and your execution of the Supplemental Release without rescission (as described in Exhibit A), both of which include a general release of claims.
Appears in 1 contract
Samples: Separation Agreement (Bellerophon Therapeutics, Inc.)
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PayAgreement, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company1/ of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act and any similar Federal and state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law. 1/ For purposes of this Agreement, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns. Notwithstanding the foregoing, nothing contained in this Release constitutes a waiver of any Claims you may have against the Company arising from or related to the Indemnification Agreement and By-laws provisions referenced in Section 8 of the Employment Agreement, dated January 1, 2011, entered into between you and the Company. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. Also, consistent with the provisions of Federal and state discrimination laws, nothing in this release shall be deemed to prohibit you from challenging the validity of this release under such discrimination laws (the “ Discrimination Laws”) or from filing a charge or complaint of age or other employment related discrimination with the Equal Employment Opportunity Commission (“EEOC”) or state equivalent, or from participating in any investigation or proceeding conducted by the EEOC or state equivalent. Further, nothing in this release or Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim under the Discrimination Laws. By: Xxxx XxXxxxxx Date signed: THIS COMPROMISE AGREEMENT (the “Agreement”) is made as of [•] by and between Cyclacel Pharmaceuticals, Inc. (the “Employer”) and Xxxx XxXxxxxx (the “Executive”).
Appears in 1 contract
Samples: Employment Agreement (Cyclacel Pharmaceuticals, Inc.)
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance Separation Pay, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company1/ of any 1/ For purposes of this Agreement, the Company includes the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), subsidiaries and all other related entities, and its and their directors, officers, employees, trustees, agents, successors and assigns. kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as the “Claim” or “Claims”) against the Company seeking any form of relief relief, including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 For purposes Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act and any similar Massachusetts or other state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement, . Nothing in this waiver and release shall limit or impair (i) your right to enforce the terms of this Agreement; (ii) claims for indemnification in your capacity as an officer or director of the Company includes Sera Prognostics, Inc. and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company)’s Certificate of Incorporation, parentsBy—laws or policy, subsidiaries and all other related entitiesplan or agreement, and its and their former and current directorsif any, officers, employees, trustees, agents, successors and assigns.providing for director or officer indemnification and/or insurance coverage,
Appears in 1 contract
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance Separation Pay, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “"Execution Date”"). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “"Claims”") against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Federal Age Discrimination in Employment Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Connecticut or other state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. Without limitation, specifically included in this paragraph are any Claims arising under the Fair Labor Standards Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and any similar state statute. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law. Notwithstanding the foregoing, this section does not release the Company from any obligation expressly set forth in this Agreement. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. The Company hereby releases you from your obligations under the Employment Agreement. 1 For purposes of this Agreement, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns. Also, consistent with the provisions of the Federal Discrimination Laws, nothing in this release shall be deemed to prohibit you from challenging the validity of this release under the federal age or other discrimination laws (the "Federal Discrimination Laws") or from filing a charge or complaint of employment-related discrimination with the Equal Employment Opportunity Commission ("EEOC"), or from participating in any investigation or proceeding conducted by the EEOC. Further, nothing in this release or Agreement shall be deemed to limit the Company's right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Federal Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim under the Federal Discrimination Laws.
Appears in 1 contract
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance Pay, benefits in Section 4 and the equity acceleration in Section 5 and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action by you, including but not limited to a class or collective action, whether you seek to participate as a party plaintiff or as a class member (each a “Claim” and jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 For purposes Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any local, state or federal discrimination, fair employment practices or other employment-related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Federal Worker Adjustment and Retraining Notification Act; and any similar California, or other state, federal, or local statute. ** Claims under any other local, state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under local, state or federal law. Notwithstanding the foregoing, this section does not release the Company from any obligation expressly set forth in this Agreement. Moreover, this section does not release any claims or entitlements you may have to indemnification from the Company includes Sera Prognosticsor the benefit of coverage under any D&O policies of insurance applicable to the period for which you served as a Company officer and director. You acknowledge and agree that, Inc. but for providing this waiver and any release, you would not be receiving the economic benefits described herein unless you sign and do not revoke this Agreement (and the Supplemental Release of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the CompanyClaims), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns.
Appears in 1 contract
Your Release of Claims. You By signing this Agreement, you hereby agree and acknowledge that, by signing this Agreement and accepting the Severance Pay, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company1/ of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Federal and state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or
1 For purposes of this Agreement, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assignsassigns.negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence.
Appears in 1 contract
Samples: Employment Agreement (Unique Logistics International Inc)
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PaySeparation Pay and Benefits discussed in Section 2, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims Claims against the Company1 Company(1/) of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “"Execution Date”"). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “"Claims”") against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 ____________________
1/ For purposes of this Agreementparagraph, the Company includes Sera Prognosticsthe Company, Inc. its predecessors and successors, and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns. Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. ** Claims under any other state or federal employment-related statute, regulation or executive order relating to wages, hours or any other terms and conditions of employment. ** Claims under the Federal Age Discrimination in Employment Act. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach or express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law, including any statutory or common law entitlement to attorneys' fees or costs. Notwithstanding the foregoing, this section does not release the Company from any obligation expressly set forth in this Agreement. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. IT IS THE COMPANY'S DESIRE AND INTENT TO MAKE CERTAIN THAT YOU FULLY UNDERSTAND THE PROVISIONS AND EFFECTS OF THIS AGREEMENT. TO THAT END, YOU HAVE BEEN ENCOURAGED AND GIVEN THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL FOR THE PURPOSE OF REVIEWING THE TERMS OF THIS AGREEMENT. ALSO, CONSISTENT WITH THE PROVISIONS OF CERTAIN DISCRIMINATION LAWS, NOTHING IN THIS RELEASE SHALL BE DEEMED TO PROHIBIT YOU FROM CHALLENGING THE VALIDITY OF THIS RELEASE UNDER APPLICABLE DISCRIMINATION LAWS (THE ''DISCRIMINATION LAWS'') OR FROM FILING A CHARGE OR COMPLAINT OF EMPLOYMENT-RELATED DISCRIMINATION WITH THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION (''EEOC'') OR APPLICABLE STATE AGENCY, OR FROM PARTICIPATING IN ANY INVESTIGATION OR PROCEEDING CONDUCTED BY THE EEOC. FURTHER, NOTHING IN THIS RELEASE OR AGREEMENT SHALL BE DEEMED TO LIMIT THE COMPANY'S RIGHT TO SEEK IMMEDIATE DISMISSAL OF SUCH CHARGE OR COMPLAINT ON THE BASIS THAT YOUR SIGNING OF THIS AGREEMENT CONSTITUTES A FULL RELEASE OF ANY INDIVIDUAL RIGHTS UNDER THE DISCRIMINATION LAWS, OR TO SEEK RESTITUTION TO THE EXTENT PERMITTED BY LAW OF THE ECONOMIC BENEFITS PROVIDED TO YOU UNDER THIS AGREEMENT IN THE EVENT THAT YOU SUCCESSFULLY CHALLENGE THE VALIDITY OF THIS RELEASE AND PREVAIL IN ANY CLAIM UNDER THE DISCRIMINATION LAWS.
Appears in 1 contract
Samples: Separation Agreement (Exegenics Inc)
Your Release of Claims. You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PayAgreement, and for other good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company1 Company1/ of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Date. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act and any similar Federal and state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, 1/ For purposes of this Agreement, the Company includes Sera Prognostics, Inc. the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assigns. misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law. Notwithstanding the foregoing, nothing contained in this Release constitutes a waiver of any Claims you may have against the Company arising from or related to the Indemnification Agreement and By-laws provisions referenced in Section 8 of the Employment Agreement, dated January 1, 2014, entered into between you and the Company. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. Also, consistent with the provisions of Federal and state discrimination laws, nothing in this release shall be deemed to prohibit you from challenging the validity of this release under such discrimination laws (the “ Discrimination Laws”) or from filing a charge or complaint of age or other employment related discrimination with the Equal Employment Opportunity Commission (“EEOC”) or state equivalent, or from participating in any investigation or proceeding conducted by the EEOC or state equivalent. Further, nothing in this release or Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim under the Discrimination Laws. By: Pxxx XxXxxxxx Date signed: THIS COMPROMISE AGREEMENT (the “Agreement”) is made as of [•] by and between Cyclacel Pharmaceuticals, Inc. (the “Employer”) and Pxxx XxXxxxxx (the “Executive”).
Appears in 1 contract
Samples: Employment Agreement (Cyclacel Pharmaceuticals, Inc.)
Your Release of Claims. (a) You hereby agree and acknowledge that, that by signing this Agreement and accepting the Severance PaySeparation Benefits, and for other good and valuable considerationconsideration provided for in this Agreement, you are waiving and releasing your right to assert any form of legal claim against Company and each of its affiliates, parents, subsidiaries and related entities and all forms of legal claims against the Company1 of foregoing entities’ owners, shareholders, partners, directors, officers, employees, trustees, agents, successors and assigns (the “Company Parties”) whatsoever for any kind whatsoeveralleged action, whether known inaction or unknown, circumstance existing or arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against the Company or otherwise contacted any U.S. federal, state or local governmental agency or commission that has applicable jurisdiction to regulate the Company (each a “Government Agency”) regarding the Company, except to the extent you (i) have already informed the Company in writing prior to the Execution Date, or (ii) are permitted by law to opt against such disclosure; and further, you are not aware of any unlawful conduct in relation to the business of the Company, except to the extent you have already informed the Company in writing prior to the Execution Effective Date. Except as set forth below, your Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against Company or any of the Company Parties seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the CompanyCompany or any Company Party, for any alleged action, inaction or circumstance existing or arising through the Execution Effective Date. 1 For purposes Without limiting the generality of this Agreementthe foregoing, you specifically waive and release Company and the Company Parties from any waivable claim arising from or related to your employment relationship with Company through the Effective Date including, without limitation:
(i) Claims under the laws of Delaware, New York, Connecticut or any other state in which the Company operates its business or federal discrimination, fair employment practices, or other employment related statute, regulation or executive order (as amended through the Effective Date), including but not limited to the Age Discrimination in Employment Act and Older Workers Benefit Protection Act (29 U.S.C. § 621 et seq.), the Company includes Sera PrognosticsCivil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991 (42 U.S.C. § 2000e et seq.), Inc. the Equal Pay Act (29 U.S.C. § 201 et seq.), the Genetic Information Non-Discrimination Act (42 U.S.C. §2000ff et seq.), the Uniformed Services Employment and Reemployment Rights Act of 1994 (38 U.S.C. § 4301 et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Lxxx Xxxxxxxxx Fair Pay Act, the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Rehabilitation Act of 1973, and any similar or other federal, state or local statute governing the rights of employees.
(ii) Claims under the laws of Delaware, New York, Connecticut or any other state in which the Company operates its divisionsbusiness or federal employment related statute, affiliates regulation or executive order (which means all persons as amended through the Effective Date) relating to wages, hours or any other terms and entities directly or indirectly controllingconditions of employment, controlled by or under common control with including but not limited to the CompanyFair Labor Standards Act (29 U.S.C. § 201 et seq.), parentsthe National Labor Relations Act (29 U.S.C. § 151 et seq.), subsidiaries the Family and all other related entitiesMedical Leave Act (29 U.S.X. §0000 xx seq.), the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1000 et seq.), COBRA (29 U.S.C. § 1161 et seq.), the Worker Adjustment and Retraining Notification Act (29 U.S.C. § 2101 et seq.), and any similar or other federal, state or local statute, and specifically including Claims related to salary, overtime, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay, severance pay, or retaliation.
(iii) Claims under the laws of Delaware, New York, Connecticut or any other state in which the Company operates its business or federal common law theory, including, without limitation, wrongful discharge, breach of express or implied contract, breach of the implied covenant of good faith and their former fair dealing, privacy violations, invasion of privacy, promissory estoppel, unjust enrichment, breach of a covenant of good faith and current directorsfair dealing, officerswrongful termination in violation of public policy, employeesdefamation, trusteesinterference with contractual relations, agentsintentional or negligent infliction of emotional distress, successors and assignsfraudulent inducement, misrepresentation, deceit, fraud or negligence, rehire or reemployment rights or any claim to attorneys’ fees under any applicable statute or common law theory of recovery.
Appears in 1 contract
Your Release of Claims. You hereby agree and acknowledge that, by By signing this Separation Agreement and accepting the Severance Paycompensation set forth in Section 3, you, on behalf of yourself, your heirs, executors, administrators, successors and assigns, waive, release and forever discharge the Company and all current and former subsidiaries, divisions, related or affiliated companies, and for other good all of their officers, directors, employees, agents, successors, predecessors and valuable considerationassigns, you are waiving your right including but not limited to assert any all management and supervisory employees (severally and collectively “Releasees”), jointly and individually, from all forms claims, complaints, demands, causes of legal claims against the Company1 action, obligations, liabilities and damages of any kind whatsoeverevery nature and description, whether known or unknown, foreseen or unforeseen, in law or equity, at common law or under any statute, rule, regulation, order or law, whether federal, state or local, on any grounds whatsoever arising from the beginning before your signing this Separation Agreement, including but not limited to any claim relating to or arising out of time through the date you execute this Agreement (the “Execution Date”). You acknowledge that as of Execution Date, you have not filed any complaints, claims, charges, actions, grievances or arbitrations against your employment by the Company or otherwise contacted the Company’s involuntary termination of your employment, any U.S. claim under the WARN Act, any claim under the Age Discrimination in Employment Act of 1967, as amended, any claim of discrimination on any basis under any federal, state or local governmental law, any claim of breach of any express or implied contract, any claim for promissory estoppel or detrimental reliance, and any claim for wrongful or constructive discharge. If any administrative agency or commission court assumes jurisdiction of any charge, complaint, proceeding or action covered by Section 4 of this Separation Agreement against any of the Releasees, you agree not to accept, recover or receive any monetary damages or other relief from or in connection with such charge, complaint, proceeding or action. You agree that has applicable if a court of competent jurisdiction determines that you are to regulate be awarded damages under WARN, those damages will be offset by the total compensation paid to you under Section 3(a) and 3(b) of this Separation Agreement. The Company (each a “Government Agency”) regarding the Company, except advises you to consult with your own attorney before agreeing to the extent release of claims set forth in this section. As set forth below in Section 12, you have twenty-one (i21) have already informed days from the date of your receipt of this letter to review this Separation Agreement and the release it contains. Nothing in this section impairs your right to vested Company benefits to which you are entitled as of the date you sign this Separation Agreement. Nothing in writing prior this section impairs any right you hold that cannot be waived or released as a matter of law. By way of example, nothing in this section impairs your right to the Execution Datefile a charge or complaint with any appropriate federal, state, or (ii) are permitted by law local agency, such as the United States Equal Employment Opportunity Commission, or to opt against participate in or cooperate with any such disclosure; and furthercharge or complaint procedure. After signing this Separation Agreement, you are not aware of any unlawful conduct in relation retain the right to challenge the business validity of the Company, except to the extent Separation Agreement. If you have already informed the Company in writing prior to the Execution Date. Except any questions about other rights you may hold that cannot be waived or released as set forth below, your waiver and release herein is intended to bar any form a matter of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date. 1 For purposes of this Agreementlaw, the Company includes Sera Prognostics, Inc. and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control advises you to consult with the Company), parents, subsidiaries and all other related entities, and its and their former and current directors, officers, employees, trustees, agents, successors and assignsyour own attorney on that subject.
Appears in 1 contract
