Your Release of Claims. (a) In exchange for Savient providing you with the payments and other benefits described in this Separation Agreement, including but not limited to the payments and benefits described in Sections 7 and 8 thereof, you, on behalf of yourself, your heirs, executors, personal representatives, administrators, agents and assigns, hereby fully, forever, irrevocably and unconditionally release, remise and discharge all Claims (as such term is defined in the Separation Agreement), whether real or perceived, accrued or unaccrued, liquidated or contingent, and now known or unknown, which you or your heirs, executors, personal representatives, administrators, agents and assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever against the Company, its affiliated and related companies, all of its and their employee benefit plans and trustees, fiduciaries, administrators, sponsors and parties-in-interest of those plans, all of its and their past and present employees, managers, directors, officers, administrators, shareholders, members, investors, agents, attorneys, insurers, re-insurers and contractors acting in any capacity whatsoever, and all of its and their respective predecessors, heirs, personal representatives, successors and assigns (collectively, the “Released Parties” as used throughout this Supplemental Release ) (i) based on, related to, or arising from any event that has occurred before you sign this Supplemental Release; (ii) related to or arising out of or in any way concerning your employment with the Company, the terms, conditions or privileges of your employment with the Company, or the termination of your employment by the Company; and/or (iii) related to or arising under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and you existing as of the Effective Date, including, but not limited to the Employment Agreement. This release includes, without limitation, all claims based on, related to, or arising from any and all violations and/or alleged violations of federal, state or local human rights, fair employment practices and/or other laws by any of the Released Parties for any reason and under any legal theory including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 200(e), et seq. (“Title VII”), the Americans with Xxxxxxxxxxxx Xxx, 00 X.X.X. § 00000, et seq. (“ADA”), the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq. (“ADEA”), the Older Worker Benefits Protection Act, 29 U.S.C. § 626(f), et seq. (“OWBPA”), the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. 1001, et seq. (“ERISA”), the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101, et seq. (“WARN”), the Civil Rights Act of 1991, 42 U.S.C. §§ 1981, 1983, 1985, 1986 and 1988, the Family and Medical Leave Act, 29 U.S.C. § 2601, et seq. (“FMLA”), the Fair Labor Standards Act, 29 U.S.C. § 215(a)(3), et seq. (“FLSA”), the Equal Pay Act of 1963, 29 U.S.C. § 206, et seq. (“EPA”), the Xxxxx Xxxxxxxxx Fair Pay Act of 2010, H.R. 11 (“Fair Pay Act”), the Genetic Information Nondiscrimination Act of 2008,
Appears in 1 contract
Your Release of Claims. (a) In exchange for Savient providing you with consideration of the payments Separation Benefits, and other benefits described good and valuable consideration set forth in this Separation Agreement to which you agree you would not be entitled without executing this Agreement, including but not limited except as related to the payments terms of or a breach of this Agreement, you and benefits described in Sections 7 and 8 thereof, you, on behalf of yourself, your heirs, executors, personal representatives, administrators, agents and assigns, hereby fully, forever, irrevocably and unconditionally release, remise and discharge all Claims (as such term is defined in the Separation Agreement), whether real or perceived, accrued or unaccrued, liquidated or contingent, and now known or unknown, which you or your heirs, executors, personal representativesattorneys, administrators, agents successors and assigns ever had(the "Employee Release Parties") hereby forever release and discharge the Company and TriNet Group, now has or may hereafter claim to have by reason Inc. (and each of any mattertheir parents, cause or thing whatsoever against the Companysubsidiaries, its affiliated related entities, and related companiesaffiliates), all and each of its their respective present and their employee benefit plans and trusteesformer members, fiduciaries, administrators, sponsors and parties-in-interest of those plans, all of its and their past and present employees, managerspartners, directors, officers, administrators, shareholders, membersinvestors, investorsemployees, fiduciaries, administrators, agents, attorneys, insurers, re-insurers and contractors acting in any capacity whatsoever, and all of its and their respective predecessors, heirs, personal representatives, successors and assigns (the "Company Released Parties"), from any and all from any and all agreements, accounts, bonds, causes of action, contracts, controversies, covenants, claims, debts, demands, dues, judgments, obligations, promises and suits, whatsoever, in law or equity (each a “Claim” and collectively, the “Claims”), which the Employee Release Parties ever had, now have or may hereafter claim to have against the Company Released Parties” as used throughout this Supplemental Release ) (i) based on, related toincluding in their personal or corporate capacity, or arising from any event that has occurred before you sign this Supplemental Release; (ii) related to or arising out of or in by reason of any way concerning your employment with cause, matter or thing whatsoever, whether known or unknown, from the Company, the terms, conditions or privileges beginning of your employment with the Company, or the termination of your employment by the Company; and/or (iii) related to or arising under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and you existing as of time up through the Effective Date, including, but not limited to the Employment Agreement. This release includes, without limitation, all claims based on, related to, or arising from any and all violations and/or alleged violations of federal, state or local human rights, fair employment practices and/or other laws by any of the Released Parties for any reason and under any legal theory Date including, but not limited to, relating to your employment by the Company, and your separation therefrom, your employee benefits, and all matters arising under any federal, state or local statute, rule or regulation or principle of contract law or common law; provided, however, that notwithstanding the foregoing, nothing contained in this Section shall in any way diminish or impair or waive any claims or rights the Employee Release Parties may have to (i) your vested employee benefits under the Company’s health, welfare or 401(k) plans, (ii) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes, (iii) pursue claims which cannot be waived by this Agreement such as unemployment benefits, workers’ compensation and disability benefits, (iv) enforce this Agreement, (v) challenge the validity of this Agreement and/or (vi) indemnification as an officer, director, or employee of the Company as provided under the Company’s organizational documents, the Indemnification Agreement (as defined below), and any insurance policies providing for such indemnification. Without limiting the foregoing general release, such release includes, but is not limited to, Claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 200(e), 2000 et seq. (“Title VII”), the Americans with Xxxxxxxxxxxx Xxx, 00 X.X.X. § 00000, et seq. (“ADA”)., the Age Discrimination in Employment ActAct of 1967, 29 U.S.C. § 621, 621 et seq. (“ADEA”)., the Older Worker Benefits Protection ActAmericans with Disabilities Act of 1990, 29 42 U.S.C. § 626(f), 12101 et seq. (“OWBPA”)., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. 1001, et seq. (“ERISA”), the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101, 1001 et seq. (“WARN”), the Civil Rights Act of 1991, 42 U.S.C. §§ 1981, 1983, 1985, 1986 and 1988., the Family and Medical Leave ActAct of 1993, 29 U.S.C. § 2601, 2601 et seq. ., and any applicable state and local laws and regulations, all as amended; provided, however, that this paragraph 4 shall not constitute a release of any Claims that arise from a breach of this Agreement and nothing contained herein shall prevent the Employee Released Parties from enforcing their rights to vested benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act (“FMLACOBRA”) or similar laws. You acknowledge and agree that, but for providing this waiver and release (and the Supplemental Release), you would not be receiving the Fair Labor Standards Acteconomic 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 and the release it contains. To that end, 29 U.S.C. § 215(a)(3you have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Nothing in this Agreement prohibits or prevents you from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblowing proceeding or other proceeding before any federal, state, or local government agency (e.g. EEOC, NLRB, SEC, etc.) nor does anything in this Agreement preclude, prohibit or otherwise limit, in any way, your rights and abilities to contact, communicate with, report matters to, or otherwise participate in any whistleblower program administered by such agencies. However, to the maximum extent permitted by law, you agree that if such an administrative claim is made (other than any whistleblower award), et seq. (“FLSA”), the Equal Pay Act of 1963, 29 U.S.C. § 206, et seq. (“EPA”), the Xxxxx Xxxxxxxxx Fair Pay Act of 2010, H.R. 11 (“Fair Pay Act”), the Genetic Information Nondiscrimination Act of 2008,you shall not be entitled to recover any individual monetary relief or other individual remedies.
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) In exchange for Savient providing you with the payments and other benefits described in this Separation Agreement, including but not limited to the payments and benefits described in Sections 7 and 8 thereof, you, on On behalf of yourself, yourself and your heirs, executors, personal representatives, administrators, agents heirs and assigns, you hereby fullyrelease and forever discharge the “Releasees” hereunder, forever, irrevocably and unconditionally release, remise and discharge all Claims (as such term is defined in consisting of the Separation Agreement), whether real or perceived, accrued or unaccrued, liquidated or contingentCompany, and now each of its owners, directors, officers, managers, employees, representatives, agents, attorneys and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of 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 nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which you or your heirs, executors, personal representatives, administrators, agents and assigns ever had, now has have or may hereafter claim to have against the Releasees, or any of them, by reason of any matter, cause cause, or thing whatsoever against from the Companybeginning of time through the Separation Date. Without limiting the generality of the foregoing, its affiliated you hereby release and related companiesforever discharge the Releasees of and from any Claims arising directly or indirectly out of, all of its and their employee benefit plans and trustees, fiduciaries, administrators, sponsors and parties-in-interest of those plans, all of its and their past and present employees, managers, directors, officers, administrators, shareholders, members, investors, agents, attorneys, insurers, re-insurers and contractors acting in any capacity whatsoever, and all of its and their respective predecessors, heirs, personal representatives, successors and assigns (collectively, the “Released Parties” as used throughout this Supplemental Release ) (i) based on, related relating to, or arising from any event that has occurred before you sign this Supplemental Release; (ii) related to or arising out of or in any other way concerning your employment with the Company, the terms, conditions or privileges of your employment with the Company, or the termination of involving in any manner whatsoever your employment by the Company; and/or (iii) related to or arising under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and you existing as of the Effective Date, including, but not limited to the Employment Agreement. This release includes, without limitation, all claims based on, related to, or arising from any and all violations and/or alleged violations of federal, state or local human rights, fair employment practices and/or other laws by any of the Released Parties for any reason and under any legal theory including, but not limited to, wage claims (base, bonus or commission), your termination of your position and your 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 (“ADEA”); Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 200(e), et seq. (“Title VII”), the Americans with Xxxxxxxxxxxx Xxx, 00 X.X.X. § 00000, et seq. (“ADA”), Civil Rights Act of 1866; the Age Discrimination in Employment Equal Pay Act, 29 U.S.C. § 621, et seq. (“ADEA”), ; the Older Worker Benefits Protection Fair Labor Standards Act, 29 U.S.C. § 626(f), et seq. (“OWBPA”), ; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. 1001, et seq. (“ERISA”), the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101, et seq. (“WARN”), the Civil Rights Act of 1991, 42 U.S.C. §§ 1981, 1983, 1985, 1986 and 1988, ; the Family and 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 other local, 29 U.S.C. § 2601state or federal laws governing employment, et seq. including, but not limited to, the laws of California; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, failure to pay wages (“FMLA”base, bonus and commission), discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the Fair implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, 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 Standards ActCode Section 2802 and any policy of insurance carried by the Company, 29 U.S.C. § 215(a)(3)and your right to bring to the attention 000 Xxxx Xxxxxxx Xxxxx, et seq. (“FLSA”)Xxxxx 000, Xxxxxxx Xxxx, XX 00000 Main: 650.649.3530 Page 2 of the Equal Pay Act Employment Opportunity Commission or the California Department of 1963Fair Employment and Housing (or similar state agencies) administrative Claims of harassment, 29 U.S.C. § 206discrimination or retaliation; provided, et seqhowever, that you release your right to secure damages as a remedy for any such administrative Claims.
b) Notwithstanding the generality of the foregoing in subsection a) above, 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 the California Department of Fair Employment and Housing (“EPA”)or 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 Xxxxx Xxxxxxxxx Fair Pay Act following:
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 2010the Severance Payments or benefits outlined in Section 2 until that revocation period has expired. If you wish to revoke your acceptance of this Release, H.R. 11 (“Fair Pay Act”)you must deliver such notice by email, to be received no later than 5:00 p.m. Pacific Time on the Genetic Information Nondiscrimination Act of 2008,7th day following your signature to Xxxxxxx Xxxxxxxx, Chief Human Resources Officer, at [***].
Appears in 1 contract
Your Release of Claims. (a) In exchange for Savient providing the consideration provided to you with the payments and other benefits described in under this Separation AgreementAgreement to which you would not otherwise be entitled, including but not limited to the payments and benefits described in Sections 7 and 8 thereof, you, on behalf of yourself, your heirs, executors, personal representatives, administrators, agents and assigns, you hereby fully, forever, irrevocably and unconditionally release, remise acquit and forever discharge all Claims (as such term is defined in the Separation Agreement), whether real or perceived, accrued or unaccrued, liquidated or contingent, and now known or unknown, which you or your heirs, executors, personal representatives, administrators, agents and assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever against the Company, its affiliated and related companies, all of its and their employee benefit plans and trustees, fiduciaries, administrators, sponsors and parties-in-interest of those plans, all of its and their past and present employees, managersofficers, directors, officersagents, administratorsemployees, attorneys, shareholders, memberspredecessors, investorssuccessors, agentsassigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys' fees, insurersdamages, re-insurers indemnities and contractors acting obligations of every kind and nature, in any capacity whatsoeverlaw, and all of its and their respective predecessors, heirs, personal representatives, successors and assigns (collectively, the “Released Parties” as used throughout this Supplemental Release ) (i) based on, related toequity, or arising from any event that has occurred before you sign this Supplemental Release; (ii) related to or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way concerning related to agreements, events, acts or conduct at any time prior to and including the date you sign this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the CompanyCompany or your retirement from such employment; claims or demands related to salary, the termsbonuses, conditions commissions, stock, stock options, or privileges of your employment with any other ownership or equity interest in the Company, or the termination of your employment by the Company; and/or (iii) related to or arising under any policyvacation pay, agreementfringe benefits, understanding or promiseexpense reimbursements, written or oral, formal or informal, between the Company and you existing as of the Effective Date, including, but not limited to the Employment Agreement. This release includes, without limitation, all claims based on, related toseverance pay, or arising from any and all violations and/or alleged violations other form of compensation; claims pursuant to any federal, state or local human rightslaw, fair employment practices and/or other laws by any statute, or cause of the Released Parties for any reason and under any legal theory action including, but not limited to, Title VII of the federal Civil Rights Act of 1964, 42 U.S.C. § 200(e), et seq. (“Title VII”), as amended; the federal Americans with Xxxxxxxxxxxx XxxDisabilities Act of 1990; the California Fair Employment and Housing Act, 00 X.X.X. § 00000, et seq. (“ADA”), as amended; the federal Age Discrimination in Employment Emplovment Act, 29 U.S.C. § 621as amended ("ADEA"); tort law; contract law; wrongful discharge; discrimination; harassment; retaliation; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing. However, et seqthis Agreement shall not relieve or limit the obligation of the Company to indemnify Xxxxxx in accordance with, and subject to the limitations of, California Corporations Code section 317 and/or the bylaws of the Company for claims or actions filed against Xxxxxx arising out of his performance of his normal duties during the time he was an officer of the Company. (“ADEA”), This release shall become effective upon the Older Worker Benefits Protection Act, 29 U.S.C. § 626(f), et seq. (“OWBPA”), receipt by Xxxxxx of the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. 1001, et seq. (“ERISA”), the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101, et seq. (“WARN”), the Civil Rights Act of 1991, 42 U.S.C. §§ 1981, 1983, 1985, 1986 and 1988, the Family and Medical Leave Act, 29 U.S.C. § 2601, et seq. (“FMLA”), the Fair Labor Standards Act, 29 U.S.C. § 215(a)(3), et seq. (“FLSA”), the Equal Pay Act of 1963, 29 U.S.C. § 206, et seq. (“EPA”), the Xxxxx Xxxxxxxxx Fair Pay Act of 2010, H.R. 11 (“Fair Pay Act”), the Genetic Information Nondiscrimination Act of 2008,sums specified in Paragraph 2(a) above.
Appears in 1 contract
Your Release of Claims. (a) In exchange for Savient providing By signing this Release, you with agree that the payments severance rights and other benefits described set forth in this Separation Agreement, including but not limited the Resignation Agreement constitute adequate consideration for your release and waiver of claims as set forth below. For valuable consideration you receive from the Company pursuant to the payments and benefits described in Sections 7 and 8 thereofResignation Agreement, you, on behalf of yourself, yourself and your heirs, executors, personal representatives, administrators, agents and assigns, hereby fully, forever, irrevocably and unconditionally release, remise and discharge all Claims (as such term is defined in the Separation Agreement), whether real or perceived, accrued or unaccrued, liquidated or contingent, and now known or unknown, which you or your heirs, executors, personal representatives, administrators, agents and assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever against the Company, its affiliated and related companies, all of its and their employee benefit plans and trustees, fiduciaries, administrators, sponsors and parties-in-interest of those plans, all of its and their past and present employees, managers, directors, officers, administrators, shareholders, members, investors, agents, attorneys, insurers, re-insurers and contractors acting in any capacity whatsoever, and all of its and their respective predecessors, heirs, personal representatives, successors and assigns (collectively, the “Released Parties” as used throughout this Supplemental Release Executive Releasors”) hereby release, waive and forever discharge all claims, demands, causes of actions, administrative claims, obligations, liabilities, suits, charges, claims for punitive or liquidated damages or penalties, any other damages, any claims for costs, disbursements or attorneys’ fees, any individual or class action claims, and any other claims or demands of any nature whatsoever, whether asserted or unasserted, known or unknown, absolute or contingent, each to the maximum extent allowed by applicable law, that you or any of the other Executive Releasors have or may have against the Company, any parent, subsidiary, division, affiliated or related entities, its and their present and former officers, directors, shareholders, partners, trustees, employees, agents, attorneys, insurers, representatives and consultants, and the current and former trustees and administrators of any pension or other benefit plan applicable to the employees or former employees of any of them, and the successors, predecessors and assigns of each (i) collectively, the “Company Releasees”), arising out of, or in any manner based onupon, or related to, any act, occurrence, transaction, omission or arising communication that transpired or occurred at any time on or before the date of your signing of this Release. Without limitation to the foregoing, you specifically release, waive and forever discharge the Company Releasees from and against: (a) any event that has occurred before you sign this Supplemental Release; (ii) related to or and all claims arising out of or in any way concerning your employment with the Company, the terms, conditions or privileges of your employment with the Company, or the termination of relating to your employment by the Company; Company (and/or (iii) related to or arising under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and you existing as of the Effective Date, including, but not limited to the Employment Agreement. This release includes, without limitation, all claims based on, related to, or arising from any and all violations and/or alleged violations of federal, state or local human rights, fair employment practices and/or other laws by any of the Released Parties for other Company Releasees) and the terms and conditions of such employment and/or the termination of such employment; (b) any reason and all claims that arise under the Constitution of California, the California Fair Employment and Housing Act (Cal. Govt. Code § 1290 et seq.), the California Worker Adjustment and Retraining Notification Act, the Xxxxx Civil Rights Act (Cal. Civil Code §§ 51 to 51.3), the California Government Code, the California Labor DocuSign Envelope ID: A8E35261-2A31-483B-AE51-D73974D6A1C5 7 7 NAI-1537318999v5 2 Code, the California Business and Professions Code, the California Family Rights Act (Cal. Govt. Code § 12945.1 et seq.), the California Pregnancy Disability Leave Law (Cal. Govt. Code § 12945), and applicable California Industrial Welfare Commission Wage Orders, in each case, as amended (as applicable) (collectively, the “California Laws”); (c) any and all claims under any legal theory includingother California or other state or local anti-discrimination, but not limited towage-hour, employment or human rights laws or regulations or any other California or other state or local law, ordinance or regulation; (d) any and all claims under the U.S. Constitution, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq. (the “ADEA”), Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 200(e), 2000e et seq. (“Title VII”)., the Americans with Xxxxxxxxxxxx XxxDisabilities Act, 00 X.X.X. 42 U.S.C. § 00000, 12101 et seq. (“ADA”)., Section 1981 of Title 42 of the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq. (“ADEA”), the Older Worker Benefits Protection Act, 29 U.S.C. § 626(f), et seq. (“OWBPA”)United States Code, the Employee Retirement Income Security Act of 1974, as amended29 U.S.C. § 1001 et seq., the Rehabilitation Act of 1973, the Equal Pay Act, the federal Family and Medical Leave Act, 29 U.S.C. 1001, § 2601 et seq. (“ERISA”)., the National Labor Relations Act, 29 U.S.C. § 151 et seq., the Genetic Information Nondiscrimination Act, 42 U.S.C. § 2000ff et seq., the Worker Adjustment and Retraining Notification Act, 29 the Xxxxxxxx-Xxxxx Act, 15 U.S.C. § 2101, 7201 et seq. ., and any amendments to any of the above (collectively, the “WARNFederal Laws”); (e) any and all claims arising under any other local, state, federal or German constitution, statute, ordinance, regulation or order, or that involve claims for discrimination or harassment based on age, race, religion, creed, color, national origin, ancestry, affectional or sexual orientation, sexual preference, gender identity or expression, military or veteran status, sex, disability, marital status, pregnancy, genetic information, or any other legally protected category or characteristic; (f) any and all claims for wages, salary, commissions, expense reimbursement, or other compensation; (g) any and all claims for retaliation, reprisal, wrongful discharge, or breach of contract (express or implied); (h) any and all whistleblower claims under any federal, state or local law or regulation or under common law; and/or (i) any other tort, contract or other statutory or common law cause of action, including, without limitation, any claims for attorneys’ fees, costs or disbursements. You understand that this Release extends to all of the aforementioned claims and potential claims, whether now known or unknown, suspected or unsuspected. You agree that no fact, event, circumstance, evidence or transaction, which could now be asserted or which may hereafter be discovered, shall affect in any manner the final, absolute and unconditional nature of the release set forth above. You acknowledge that you fully understand the following provisions of Section 1542 of the California Civil Rights Act Code: 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. You expressly and voluntarily waive each and all claims, rights or benefits you have or may have under Section 1542 of 1991the California Civil Code to the fullest extent that you may lawfully waive such claims, 42 U.S.C. §§ 1981rights and benefits in connection with this Release. You further acknowledge and agree that California Labor Code Section 206.5 is not applicable to the resolution of this matter. That section provides in pertinent part as follows: “No employer shall require the execution of any release of any claim or right on account of wages due, 1983or to become due, 1985or made as an advance on wages to be earned, 1986 and 1988, the Family and Medical Leave Act, 29 U.S.C. § 2601, et seq. (“FMLA”), the Fair Labor Standards Act, 29 U.S.C. § 215(a)(3), et seq. (“FLSA”), the Equal Pay Act unless payment of 1963, 29 U.S.C. § 206, et seq. (“EPA”), the Xxxxx Xxxxxxxxx Fair Pay Act of 2010, H.R. 11 (“Fair Pay Act”), the Genetic Information Nondiscrimination Act of 2008,such wage has been made.” DocuSign Envelope ID: A8E35261-2A31-483B-AE51-D73974D6A1C5
Appears in 1 contract
Your Release of Claims. (a) In exchange consideration for Savient providing you with the payments and other benefits described in this Separation Agreement, including but not limited to the payments and benefits described in Sections 7 and 8 thereofto be provided you pursuant to Paragraph 3 above, you, on behalf of yourself, for yourself and for your heirs, executors, personal representativesadministrators, trustees, legal representatives and assigns (hereinafter referred to collectively as “Releasors”), forever release and discharge the Company and its past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, successors and assigns, assets, employee benefit plans or funds, and any of its or their respective past, present and/or future directors, officers, fiduciaries, agents, trustees, administrators, agents employees and assigns, hereby fullywhether acting on behalf of the Company or in their individual capacities (collectively the “Company Entities”) from any and all claims, foreverdemands, irrevocably causes of action, fees and unconditionally release, remise and discharge all Claims (as such term is defined in the Separation Agreement)liabilities of any kind whatsoever, whether real or perceived, accrued or unaccrued, liquidated or contingent, and now known or unknown, which you or your heirs, executors, personal representatives, administrators, agents and assigns ever had, now has have, or may hereafter claim to have against any of the Company Entities by reason of any matteract, cause or thing whatsoever against the Companyomission, its affiliated and related companiestransaction, all of its and their employee benefit plans and trusteespractice, fiduciariesplan, administratorspolicy, sponsors and parties-in-interest of those plansprocedure, all of its and their past and present employeesconduct, managers, directors, officers, administrators, shareholders, members, investors, agents, attorneys, insurers, re-insurers and contractors acting in any capacity whatsoever, and all of its and their respective predecessors, heirs, personal representatives, successors and assigns (collectively, the “Released Parties” as used throughout this Supplemental Release ) (i) based on, related tooccurrence, or arising from any event that has occurred before other matter up to and including the date on which you sign this Supplemental Release; Agreement.
(iib) related Without limiting the generality of the foregoing, this Agreement is intended to and shall release the Company Entities from any and all claims, whether known or unknown, which Releasors ever had, now have, or may have against the Company Entities arising out of or in any way concerning your employment with the Company, the terms, conditions or privileges of and/or your employment with the Company, or the termination of your employment by the Company; and/or (iii) related to or arising under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and you existing as of the Effective Dateseparation from that employment, including, but not limited to to: (i) any claim under the Age Discrimination in Employment Agreement. This release includesAct, without limitation, all claims based on, related to, or arising from any and all violations and/or alleged violations of federal, state or local human rights, fair employment practices and/or other laws by any of the Released Parties for any reason and under any legal theory including, but not limited toOlder Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 200(e), et seq. (“Title VII”)as amended, the Americans with Xxxxxxxxxxxx XxxDisabilities Act, 00 X.X.X. § 00000, et seq. (“ADA”)as amended by the ADA Amendments Act of 2008, the Age Discrimination in Employment Equal Pay Act, 29 U.S.C. § 621, et seq. (“ADEA”), the Older Worker Benefits Protection Act, 29 U.S.C. § 626(f), et seq. (“OWBPA”), the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. 1001(excluding claims for accrued, et seq. (“ERISA”vested benefits under any employee benefit or pension plan of the Company Entities subject to the terms and conditions of such plan and applicable law), the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101, et seq. (“WARN”), the Civil Rights Act of 1991, 42 U.S.C. §§ 1981, 1983, 1985, 1986 and 1988, the Family and Medical Leave Act, 29 U.S.C. § 2601the Health Insurance Portability and Accountability Act, et seq. (“FMLA”)the Genetic Information Nondiscrimination Act, the National Labor Relations Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Fair Labor Standards Act, 29 U.S.C. § 215(a)(3the Occupational Safety and Health Act, and the Xxxxxxxx-Xxxxx Act; (ii) any claim under the New York State Human Rights Law, New York Executive Law, as amended, New York Rights of Persons with Disabilities Law, New York Nondiscrimination Against Genetic Disorders Law, New York Bias Against Cancer Victims Law, New York Adoptive Parents Child Care Leave Law, New York Labor Law, New York Whistleblower Law, regulations and wage orders of New York State Department of Labor, regulations of New York State Division of Human Rights, New York City Human Rights Law, New York City Administrative Code, New York State Constitution, New York City Charter or common law and all other applicable state, county or local statutes, ordinances or regulations; (iii) any other claim (whether based on federal, state, or local law, statutory or decisional) relating to or arising out of your employment, the terms and conditions of such employment, the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including but not limited to breach of contract (express or implied), et seqwrongful discharge, covenant of good faith and fair dealing, detrimental reliance, retaliation, defamation, emotional distress, compensatory or punitive damages, claims for benefits or fringe benefits, claims for, or relating to, stock, stock options, or restricted stock units, claims for compensation, including but not limited to wages, bonuses, commissions, or claims for severance or termination pay; and (iv) any claim for attorneys' fees, costs, disbursements and the like. Nothing in this Agreement shall be a waiver or release of (“FLSA”i) any claim for the Separation Payment or any other payments required to be made by the Company pursuant to this Agreement; (ii) any right or claim that may not legally be waived; (iii) any claim for vested benefits under the Company’s employee benefit plans and programs (including without limitation rights to stock options and restricted stock units under the Equity Plans which have vested as of the Separation Date); (iv) any rights to indemnification pursuant to the contract or the Company’s certificate of incorporation and by-laws; (v) any rights under the Company’s D&O insurance policy; (vi) any rights in your capacity as a stockholder of the Company; and (vii) any claims that may arise after the date on which you sign this Agreement. In addition, nothing in this Agreement shall affect your rights to engage in protected concerted activity under Section 7 of the National Labor Relations Act. Nothing in this Agreement shall be deemed to prevent you from filing a charge or complaint of discrimination with the U.S. Equal Pay Act of 1963Employment Opportunity Commission or any other state or local administrative agency, 29 U.S.C. § 206participating in any investigation by any such agency, et seqor providing truthful testimony in response to any subpoena or court order. (“EPA”)However, you agree and acknowledge that you are waiving any personal right to recover any money or equitable relief in connection with any such investigation, charge, or litigation, as well as any right to recover money or equitable relief in connection with an investigation, charge, or litigation filed by any other individual, entity, organization, or government agency, including any right you may have to seek or recover attorneys’ fees and costs, for all claims owned or had up to and including the Xxxxx Xxxxxxxxx Fair Pay Act of 2010, H.R. 11 (“Fair Pay Act”), the Genetic Information Nondiscrimination Act of 2008,dateof this Agreement.
Appears in 1 contract