Your Undertakings. In exchange for the benefits provided to you under Paragraph 2, above, you agree as follows: (A) You agree, on behalf of yourself, your heirs, successors, and assigns, to release the Company, its parents, subsidiaries, and affiliates and their respective past and present officers, directors, shareholders, members, partners, agents, insurers, and employees (“Released Parties”), from any claims arising on or before the date you sign this agreement. This includes, but is not limited to, giving up any claims related in any way to your employment by the Company, the decision to terminate your employment, termination of our employment relationship, and wages and other remuneration, including, but not limited to, any current or former bonus or other incentive plans or programs offered by the Company. This release of claims includes any claims, whether they are presently known or unknown, or anticipated or unanticipated by you. If you are age 40 or older, your acceptance of this agreement also will release any and all claims under the federal Age Discrimination in Employment Act. You should not construe this reference to age discrimination claims as in any way limiting the general and comprehensive nature of the release of claims provided under this Paragraph 3(A). You agree to waive and give up any benefit conferred on you by any order or judgment issued in connection with any proceeding filed against the Released Parties regarding any claim released in this agreement; (B) You agree that, as a condition of your receipt of the benefits described in Paragraph 2, above, you have returned to the Company all of the records and property of the Company, the Released Parties (defined above) and their customers which you possess or over which you have direct or indirect control, including, but not limited to, all monies, records and files, credit cards, office keys, Company vehicles, cellular telephones, pagers or beepers, electronically encoded information such as computer disks, etc., and any and all passwords associated with any password-protected files or (C) You agree that you will not disclose directly or indirectly the existence or terms of our agreement concerning these matters to any third party; provided, however, that following your obtaining a promise of confidentiality for the benefit of the Company from your tax preparer, accountant, attorney and spouse, you may disclose the terms of this agreement to such of these individuals who have made such a promise of confidentiality. This provision shall not prevent you from disclosing such matters in testifying in any hearing, trial or other legal proceeding where you are required to do so; (D) You agree that you will not at any time engage in any form of conduct or make any statements or representations, or direct any other person or entity to engage in any conduct or make any statements or representations, that disparage or otherwise impair the reputation, goodwill or commercial interests of the Company; provided, however, that nothing contained in this agreement shall preclude you from providing truthful testimony pursuant to subpoena or other legal process; (E) With respect to the Company’s Trade Secrets and Confidential Information (defined below), you agree as follows: (i) Following the Separation Date, you will not directly or indirectly use or disclose any Trade Secrets of the Company. The term “Trade Secret” has that meaning set forth under applicable law. The term includes, but is not limited to, all computer source code created by or for the Company;
Appears in 1 contract
Samples: Separation Agreement (Ari Network Services Inc /Wi)
Your Undertakings. In exchange for the benefits provided to you under Paragraph 2, above, you agree as follows:
(A) You agree, on behalf of yourself, your heirs, successors, and assigns, to release the Company, its parents, subsidiaries, affiliates and affiliates related entities and their respective past and present officers, directors, shareholders, members, partners, agents, insurers, and employees (“Released Parties”), from any claims arising on or before the date you sign this agreement. This includes, but is not limited to, giving up any claims related in any way to your employment by the Company, the decision to terminate your employment, termination of our employment relationship, and wages and other remuneration, including, but not limited to, any current or former bonus or other incentive plans or programs offered by the Company. This release of claims includes any claims, whether they are presently known or unknown, or anticipated or unanticipated by you. If Because you are age 40 or older, your acceptance of this agreement also will release any and all claims under the federal Age Discrimination in Employment Act. You should not construe this reference to age discrimination claims as in any way limiting the general and comprehensive nature of the release of claims provided under this Paragraph 3(A). You agree to waive and give up any benefit conferred on you by any order or judgment issued in connection with any proceeding filed against the Released Parties regarding any claim released in this agreement;
(B) You acknowledge and agree that your 22,500 options that were unvested immediately prior to the Separation Date were forfeited effective on the Separation Date and are not exercisable by you and that you have no claims with respect to such options;
(C) You agree that, as a condition of your receipt of the benefits described in Paragraph 2, above, you have returned to the Company all of the records and property of the Company, the Released Parties (defined above) and their customers which you possess or over which you have direct or indirect control, including, but not limited to, all monies, records and files, credit cards, office keys, Company vehicles, cellular telephones, pagers or beepers, electronically encoded information such as electronic files or computer disks, etc., and any and all passwords associated with any password-protected files oror websites used in the course of your employment by the Company (and all copies of such Company property);
(CD) You Other than with respect to disclosures required by governmental entities, you agree that you will not disclose directly or indirectly the existence or terms of our agreement concerning these matters to any third party; provided, however, that following your obtaining a promise of confidentiality for the benefit of the Company from your tax preparer, accountant, attorney and spouse, you may disclose the terms of this agreement to such of these individuals who have made such a promise of confidentiality. This provision shall not prevent you from disclosing such matters in testifying in any hearing, trial or other legal proceeding where you are required to do so;
(DE) You agree that you will not at any time engage in any form of conduct or make any statements or representations, or direct any other person or entity to engage in any conduct or make any statements or representations, that disparage or otherwise impair the reputation, goodwill or commercial interests of the Company; provided, however, that nothing contained in this agreement shall preclude you from providing truthful testimony pursuant to subpoena or other legal process;
(EF) ARI agrees that it will not disparage you or your performance or otherwise take any action which could reasonable be expected to adversely affect your personal or professional reputation. Similarly, you will not disparage ARI or any of its directors, officers, agents or Executives or otherwise take any action which could reasonably be expected to adversely affect the personal or professional reputation of ARI or any of its directors, officers, agents or employees.
(G) With respect to the Company’s Trade Secrets and Confidential Information (defined below), you agree as follows:
(i) Following the Separation Date, you will not directly or indirectly use or disclose any Trade Secrets of the Company. The term “Trade Secret” has that meaning set forth under applicable law. The term includes, but is not limited to, all computer source source, object or other code created by or for the Company;
(ii) For a period of 24 months following the Separation Date, you will not directly or indirectly use or disclose any Confidential Information of the Company. The term “
Appears in 1 contract
Samples: Separation Agreement (Ari Network Services Inc /Wi)
Your Undertakings. In exchange for the benefits provided to you under Paragraph 2, above, you agree as follows:
(A) You agree, on behalf of yourself, your heirs, successors, successors and assigns, to release the Company, its parents, subsidiaries, affiliates and affiliates subsidiaries and their respective past and present officers, directors, shareholdersstockholders, partners, members, partners, agents, insurers, agents and employees (collectively “Released Parties”), ) from any claims arising on or before the date you sign this agreement. This includes, but is not limited to, giving up up:
(i) any claims related under the Age Discrimination in Employment Act (ADEA) of 1967, the Older Worker Benefit Protection Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1964, as amended, or claims under any way other federal, state or local employment discrimination or employee benefit laws, (ii) any defamation, privacy, wrongful discharge or other tort or breach of contract claims under state law, (iii) any retaliation claims, (iv) any claims for compensatory, consequential or punitive damages, back pay, front pay, costs, attorneys fees, interest or other expenses, and (v) any other legal obligation or responsibility arising from or in respect to your employment by the Company, the decision to terminate your employment, or termination of our employment relationship, and wages and other remuneration, including, but not limited to, any current or former bonus or other incentive plans or programs offered by the Companyexcept for a claim to enforce this Agreement. This release of claims includes any claims, whether they are presently known or unknown, or anticipated or unanticipated by you. If you are age 40 or older, your acceptance of this agreement also will release any and all claims under the federal Age Discrimination in Employment Act. You should not construe this reference references to age discrimination specific claims as in any way limiting the general and comprehensive nature of the release of claims provided under this Paragraph 3(A2(A). You agree to waive and give up any benefit conferred on you by any order or judgment issued in connection with any proceeding filed against the Released Parties regarding any claim released in this agreement. This release does not apply to claims for benefits under any applicable workers’ compensation law;
(B) You agree that, as a condition of your receipt of the benefits described in Paragraph 2, aboveSeparation Date, you have returned or will expeditiously return to the Company all of its property and all of the records and property of the Companyits present and former officers, the Released Parties (defined above) directors, stockholders, partners, members, agents, employees and their customers which you possess or over which you have direct or indirect control, including, but not limited to, all monies, documents, electronic or otherwise, records and files, credit cards, office keys, Company vehicles, cellular telephones, pagers or beepers, and electronically encoded information such as computer disks, etc., and any . (and all passwords associated with any password-protected files orcopies of such Company property);
(C) You agree that you will not disclose directly or indirectly the existence or terms of our agreement concerning these matters to any third party; provided, however, that following your obtaining a promise of confidentiality for the benefit of the Company from your tax preparer, accountant, attorney and spouse, you may disclose the terms of this agreement to such of these individuals who have made such a promise of confidentiality. This provision shall not prevent you from disclosing such matters in testifying in any hearing, trial or other legal proceeding where you are required to do so;
(D) You agree that you will not engage at any time engage in any form of conduct or make any statements or representations, or direct any other person or entity to engage in any conduct or make any statements or representations, that disparage disparage, criticize or otherwise impair the reputation, goodwill or commercial interests reputation of the Company; provided, however, that nothing Company or any of the Released Parties (defined above). Nothing contained in this agreement Paragraph 2(C) shall preclude you from providing truthful testimony required pursuant to subpoena or other legal process;
(D) You agree to actively cooperate with the Company, including giving depositions and as a witness, in connection with the legal proceedings or matters in which the Company is or may become involved;
(E) With respect You agree that all post-employment obligation set forth in that certain Employment Agreement, date September 19, 2001, between you and the Company, as amended on July 17, 2003 and June 14, 2004 (the “Employment Agreement”), shall remain in full force and effect according to the Company’s Trade Secrets terms of such agreement; and
(F) You understand that the Company has no obligation to rehire you, and Confidential Information (defined below), you agree as follows:
(i) Following the Separation Date, you will not directly to seek employment or indirectly use or disclose any Trade Secrets of re-employment from the Company. The term “Trade Secret” has that meaning set forth under applicable law. The term includes, but is not limited to, all computer source code created by or for the Company;.
Appears in 1 contract
Samples: Severance Agreement (Third Wave Technologies Inc /Wi)
Your Undertakings. In exchange for the benefits Severance Payments provided to you under Paragraph 2, above, you agree as follows:
(A) You agree, on behalf of yourself, your heirs, successors, and assigns, to release the Company, its parents, subsidiaries, affiliates, and affiliates related entities and their respective past and present officers, directors, shareholdersstockholders, managers, members, partners, agents, insurers, and employees (“Released Parties”), from any claims arising on or before the date you sign this agreement. This includes, but is not limited to, giving up any claims related in any way to your employment by the Company, the decision to terminate your employment, termination of our employment relationship, and wages and other remuneration, including, but not limited to, any current or former bonus or other incentive plans or programs offered by the Company. This release of claims includes any claims, whether they are presently known or unknown, or anticipated or unanticipated by you. If you are age 40 or older, your acceptance of this agreement also will release any and all claims under the federal Age Discrimination in Employment ActAct (“ADEA”). You should not construe this reference to age discrimination claims as in any way limiting the general and comprehensive nature of the release of claims provided under this Paragraph 3(A). You agree However, this release of claims does not apply to waive and give up or affect claims for benefits under applicable worker’s compensation laws. This release shall not limit or restrict your right under the ADEA to challenge the validity of this agreement in a court of law. Likewise, this release shall not prevent, restrict, or in any benefit conferred on way limit your right to file a charge or complaint with a government agency (including, without limitation, the Equal Employment Opportunity Commission) or participate in an investigation or proceeding initiated or conducted by a government agency; provided, however, this release of claims does prevent you by from making any order or judgment issued in connection with any proceeding filed personal recovery against the Company or the Released Parties regarding Parties, including the recovery of money damages, as a result of filing a charge or complaint with a government agency against the Company and/or any claim released in this agreementof the Released Parties;
(B) You acknowledge and agree that, as of the Separation Date, there are no pending complaints, charges or lawsuits filed by you against any of the Released Parties. You further acknowledge and agree that you are the sole and lawful owner of all rights, title and interest in and to all matters released under Paragraph 3(A), above, and that you have not assigned or transferred, or purported to assign or transfer, any of such released matters to any other person or entity;
(C) You acknowledge and represent that you have not suffered any discrimination or harassment by any of the Released Parties on account of race, gender, national origin, religion, age, marital or registered domestic partner status, sexual orientation, disability, veteran status, medical condition, or any other characteristic protected by law. You acknowledge and represent that you have not been denied any leave, benefits or rights to which you may have been entitled under any federal or state law, and that you have not suffered any job-related wrongs or injuries for which you have not already filed a claim. You represent and warrant that all of the factual representations made herein, all of which induce the Company to enter into this agreement, are true in all material respects;
(D) You agree that, as a condition of your receipt of the benefits described in Paragraph 2, above, you have returned to the Company all of the records and property of the Company, the Released Parties (defined above) and their customers which you possess or over which you have direct or indirect control, including, but not limited to, all monies, records and files, credit cards, office keys, Company vehicles/badge, cellular telephonestelephones and accessories, pagers or beepersprinter, notebook/laptop and accessories, docking station, electronically encoded information such as computer disks, etc., and any and all passwords associated with any password-protected files oror websites used in the course of your employment (and all copies of such Company property);
(CE) You agree that you will not disclose disclose, directly or indirectly indirectly, the existence or terms of our agreement concerning these matters to any third party; provided, however, that following your obtaining a promise of confidentiality for the benefit of the Company from your tax preparer, accountant, attorney and attorney, and/or spouse, you may disclose the terms of this agreement to such of these individuals who have made such a promise of confidentiality. This provision shall not prevent you from disclosing such matters in testifying in any hearing, trial or other legal proceeding where you are required to do so;
(DF) You agree that you will not to engage at any time engage in any form of conduct or make any statements or representations, or direct any other person or entity to engage in any conduct or make any statements or representations, that disparage disparage, criticize or otherwise impair the reputation, goodwill or commercial interests reputation of the Company; provided, however, that nothing Company or any of the Released Parties. Nothing contained in this agreement Paragraph 3(F) shall preclude you from providing truthful testimony pursuant to subpoena or other legal process;
(EG) With respect You agree to execute the form attached to this agreement as Attachment A, which shall effectuate your resignation from the Company’s Trade Secrets and Confidential Information (defined below), you agree as follows:Board of Directors; and
(iH) Following You acknowledge and agree that you remain bound to the Separation Dateterms and conditions of the Restrictive Covenant Agreement entered into by you and the Company on November 3, 2011 (the “Restrictive Covenant Agreement”). You further acknowledge and agree that, per the terms of the Employment Agreement, you will not directly or indirectly use or disclose forfeit any Trade Secrets of and all rights to unpaid Severance Payments in the Company. The term “Trade Secret” has that meaning set forth under applicable law. The term includesevent you breach the Restrictive Covenant Agreement and further, but is not limited to, all computer source code created by or for you shall be required to repay to the Company;Company any Severance Payments you receive prior to such breach.
Appears in 1 contract
Your Undertakings. In exchange for the benefits Separation Payment provided to you under Paragraph 2, above, which you acknowledge is greater in its totality than any payments or benefits which you would receive absent this Agreement, you agree as follows:
(A) You agree, on behalf of yourself, your heirs, successors, successors and assigns, to release the Company, its parents, subsidiaries, affiliates, and affiliates related entities, and any of their respective past and or present officers, directors, shareholdersHB: 4882-8469-9701.3 Xxxxxxx 0. Xxxxxxx September 28, 2022 Page 3 of8 stockholders, managers, members, partners, agents, insurersemployees, predecessors in interest, successors, and employees assigns (“"Released Parties”"), from jointly and severally, from, and agree not to bring any claims arising on action, proceeding or before suit against any of the date you sign this agreementReleased Parties regarding, any claims, causes of action, liabilities, damages, fees or remunerations of any sort. This release includes, but is not limited to, giving up any claims related in any way to your employment by the Company, the decision to terminate your employment, termination of our employment relationship, and wages and other remuneration, including, but not limited to, any current or former bonus or other incentive plans or programs offered by the Company, including any award under the Company's 2020 Incentive Compensation Plan (the "Plan"). This release of claims includes any claims, whether they are presently known or unknown, or anticipated or unanticipated by you. If you are age 40 or older, your acceptance of this agreement also will release any and all claims under the federal Age Discrimination in Employment Act. You should not construe this reference to age discrimination claims as in any way limiting the general and comprehensive nature of the release of claims provided under this Paragraph 3(A). You agree to waive and give up any benefit conferred on you by any order or judgment issued in connection with any proceeding filed against the Released Parties regarding any claim released in this agreement;
(B) You agree that, as a condition of your receipt of the benefits described in Paragraph 2, above, you have returned to the Company all of the records and property of the Company, the Released Parties (defined above) and their customers which you possess or over which you have direct or indirect control, including, but not limited to, all monies, records and files, credit cards, office keys, Company vehicles, cellular telephones, pagers or beepers, electronically encoded information such as computer disks, etc., and any and all passwords associated with any password-protected files or
(C) You agree that you will not disclose directly or indirectly the existence or terms of our agreement concerning these matters to any third party; provided, however, that following your obtaining a promise of confidentiality for the benefit of the Company from your tax preparer, accountant, attorney and spouse, you may disclose the terms of this agreement to such of these individuals who have made such a promise of confidentiality. This provision shall not prevent you from disclosing such matters in testifying in any hearing, trial or other legal proceeding where you are required to do so;
(D) You agree that you will not at any time engage in any form of conduct or make any statements or representations, or direct any other person or entity to engage in any conduct or make any statements or representations, that disparage or otherwise impair the reputation, goodwill or commercial interests of the Company; provided, however, that nothing contained in this agreement shall preclude you from providing truthful testimony pursuant to subpoena or other legal process;
(E) With respect to the Company’s Trade Secrets and Confidential Information (defined below), you agree as follows:
(i) Following the Separation Date, you will not directly or indirectly use or disclose any Trade Secrets of the Company. The term “Trade Secret” has that meaning set forth under applicable law. The term includes, but is not limited to, all computer source code created by matters in law, in equity, in contract, or for in tort, or pursuant to statute, including damages, attorneys' fees, costs, and expenses, and, without limiting the generality of the foregoing, all claims arising under Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act ("ADEA''), the State and Federal Family and Medical Leave Acts, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Wisconsin Fair Employment Act, all as amended, or any other federal, state or local law, statute or ordinance affecting your employment with or termination from the Company;. This release of claims does not apply to or affect claims for benefits under applicable worker's compensation laws, or any claim that controlling law clearly states may not be released, including by settlement. This general release does not apply to any vested rights that you may have in the Company's 401(k) plan or to your continued participation in the Company's group health insurance plan pursuant to COBRA following the Resignation Date. This release shall not limit or restrict your right under the ADEA to challenge the validity of this Agreement in a court of law and such challenge shall not be considered a breach of this Agreement. Likewise, this release shall not prevent, restrict or in any way limit your right to file a charge or complaint with a government agency (including, without limitation, the Equal Employment Opportunity Commission ("EEOC")) or participate in an investigation or proceeding initiated or conducted by a government agency; provided, however this release of claims does prevent you from making any personal recovery against the Compfilly or the Released Parties, including the recovery of money damages, as a result of filing a charge or complaint with a government agency against the Company and/or any of the Released Parties; Notwithstanding this Paragraph 3, nothing contained in this Agreement shall impede your ability to report possible federal securities violations to the Securities Exchange Commission ("SEC") and other governmental agencies (i) HB: 4882-8469-9701.3
Appears in 1 contract
Your Undertakings. In exchange for the benefits provided to you under Paragraph 21, above, you agree as follows:
(A) You agreehereby, on behalf of yourself, and your heirs, successors, successors and assigns, to release the Company, Company and its parents, subsidiaries, and affiliates and their respective past and present officers, directors, shareholders, members, partners, agents, insurers, stockholders and employees (“Released Parties”)employees, from any claims arising on or before through and including the date you sign this agreement. This includes, but is not limited to, giving up any claims related in any way to your employment by the Company, the decision to terminate your employment, termination of our employment relationship, and wages and other remuneration, agreement including, but not limited to, any current all claims arising out of your employment with the Company and the termination of that employment relationship other than claims which arise out of this agreement or former bonus or other incentive plans or programs offered by the Company's breach thereof. This release of claims includes any claims, whether they are presently known or unknown, or anticipated or unanticipated by you. If you are age 40 or older, your Your acceptance of this agreement proposal also will release any and all claims under the federal Age Discrimination in Employment Act. You should not construe this reference to age discrimination claims as in any way limiting the general and comprehensive nature of the release of claims provided under this Paragraph 3(A2(A). This release does not waive any vested benefits under any Company retirement plan or benefits under the Wisconsin Worker's Compensation Act. You agree to waive and give up any benefit conferred on you by any order or judgment issued in connection with any legal proceeding filed against the Released Parties Company regarding any claim released in this agreement;Paragraph 2(A).
(B) You agree that, as a condition of your receipt of the benefits described in Paragraph 2, above, you have returned to return to the Company all of its property and all of the records and property of the Companyits present and former officers, the Released Parties (defined above) directors, stockholders and their customers employees which you possess or over which you have direct or indirect control, including, but not limited to, all monies, records and records, files, credit cards, office keys, Company vehicles, cellular telephones, pagers or beepers, computers and electronically encoded information such as computer disks, etc., and any and all passwords associated with any password-protected files orcopies of such Company property.
(C) You further agree that you will not disclose disclose, directly or indirectly indirectly, the existence or terms of our agreement concerning these matters to any third party; provided, however, that following your obtaining a promise of confidentiality for the benefit of the Company from your tax preparer, accountant, attorney and spouse, you may disclose the terms of this agreement to such of these individuals who have has made such a promise of confidentialityconfidentiality and provided, further, that to the extent that the Company discloses any terms or conditions hereof, you may disclose such terms and conditions. This provision shall not prevent you from disclosing such matters in testifying in any hearing, trial or other legal proceeding where you are required to do so;.
(D) You agree that hereby surrender to the Company all options held by you will not at any time engage in any form of conduct or make any statements or representations, or direct any other person or entity to engage in any conduct or make any statements or representations, that disparage or otherwise impair the reputation, goodwill or commercial interests purchase shares of the Company; provided's common stock, however, agree not to exercise any of such options and waive all rights with respect thereto. You further agree that nothing contained in this agreement shall preclude all rights you from providing truthful testimony pursuant to subpoena or other legal process;have under any of the agreements governing such surrendered options are hereby terminated.
(E) With respect to You hereby covenant and agree that during the Company’s Trade Secrets and Confidential Information (defined below), you agree as follows:
(i) Following period commencing on the Separation DateDate and ending on the eighteen (18) month anniversary of the Separation Date (the "Restricted Period"), you will not directly or indirectly use or disclose any Confidential Information. For purposes hereof, "Confidential Information" shall mean all non-Trade Secrets Secret Information or proprietary information of the Company. The term “Trade Secret” Company which has that meaning set forth under applicable law. The term includes, but value to the Company and which is not limited to, all computer source code created by or for the Company;not
Appears in 1 contract
Your Undertakings. In exchange for the benefits provided to you under Paragraph 2, above, you agree as follows:
(A) You agree, on behalf of yourself, your heirs, successors, successors and assigns, to release the Company, its parents, subsidiaries, affiliates and affiliates subsidiaries and their respective past and present officers, directors, shareholdersstockholders, members, partners, agents, insurers, agents and employees (“Released Parties”), ) from any claims arising on or before the date you sign this agreement. This includes, but is not limited to, giving up any claims related in any way to your employment by the Company, the decision to terminate your employment, termination of our employment relationship, and wages and other remuneration, including, but not limited to, any current or former bonus or other incentive plans or programs offered by the Company. This release of claims includes any claims, whether they are presently known or unknown, or anticipated or unanticipated by you. If Because you are age 40 or older, your acceptance of this agreement also will release any and all claims under the federal Age Discrimination in Employment Act. You should not construe this reference to age discrimination claims as in Michxxx X. XxXxxx Xxxuary 9, 2006 Page 4 any way limiting the general and comprehensive nature of the release of claims provided under this Paragraph 3(A). You agree to waive and give up any benefit conferred on you by any order or judgment issued in connection with any proceeding filed against the Released Parties regarding any claim released in this agreement;
(B) You agree that, represent and warrant that as a condition of the date of your receipt signing of the benefits described in Paragraph 2, abovethis agreement, you do not have returned to the within your possession or control any Company all of the records and property of the Company, the Released Parties Property (defined above) and their customers which you possess or over which you have direct or indirect control, including, but not limited to, all monies, records and files, credit cards, office keys, Company vehicles, cellular telephones, pagers or beepers, electronically encoded information such as computer disks, etc., and any and all passwords associated with any password-protected files or);
(C) You agree that you will not disclose directly or indirectly the existence or terms of our agreement concerning these matters to any third party; provided, however, that following your obtaining a promise of confidentiality for the benefit of the Company from your tax preparer, accountant, attorney and spouse, you may disclose the terms of this agreement to such of these individuals who have made such a promise of confidentiality. This provision shall not prevent you from disclosing such matters in testifying in any hearing, trial or other legal proceeding where you are required to do so;
(D) You agree that you will not engage at any time engage in any form of conduct or make any statements or representations, or direct any other person or entity to engage in any conduct or make any statements or representations, that disparage disparage, criticize or otherwise impair the reputation, goodwill or commercial interests reputation of the Company; provided, however, that nothing Company or any of the Released Parties (defined above). Nothing contained in this agreement Paragraph 3(C) shall preclude you from providing truthful testimony pursuant to subpoena or other legal process;; and
(ED) With respect to the Company’s Trade Secrets and Confidential Information You agree that for two (defined below), you agree as follows:
(i2) Following years following the Separation Date, Date you will not directly or indirectly use encourage any Company employee to terminate his/her employment with the Company or disclose solicit such an individual for employment outside the Company in any Trade Secrets of manner which would end or diminish that employee’s services to the Company. The term “Trade Secret” has that meaning set forth under applicable law. The term includes, but is not limited to, all computer source code created by or for the Company;.
Appears in 1 contract
Your Undertakings. In exchange for the benefits Retirement Payment provided to you under Paragraph 2, above, which you acknowledge is greater in its totality than any payments or benefits which you would receive absent this Agreement, you agree as follows:
(A) You agree, on behalf of yourself, your heirs, successors, successors and assigns, to release the Company, its parents, subsidiaries, affiliates, and affiliates related entities, and any of their respective past and or present officers, directors, shareholdersstockholders, managers, members, partners, agents, insurersemployees, predecessors in interest, successors, and employees assigns, each in their capacities as such (“Released Parties”), from jointly and severally, from, and agree not to bring any claims arising on action, proceeding or before suit against any of the date you sign this agreementReleased Parties regarding, any claims, causes of action, liabilities, damages, fees or remunerations of any sort. This release includes, but is not limited to, giving up any claims related in any way to your employment by the Company, the decision to terminate retire from your employment, termination culmination of our employment relationship, and wages and other remuneration, including, but not limited to, any current or former bonus or other incentive plans or programs offered by the Company, including any award under the 2013 Plan and the 2017 Plan. This release of claims includes any claims, whether they are presently known or unknown, or anticipated or unanticipated by you. If you are age 40 , and includes, but is not limited to, all matters in law, in equity, in contract, or olderin tort, your acceptance or pursuant to statute, including damages, attorneys’ fees, costs, and expenses, and, without limiting the generality of this agreement also will release any and the foregoing, all claims arising under Title VII of the federal Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the State and Federal Family and Medical Leave Acts, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Wisconsin Fair Employment Act, all as amended, or any other federal, state or local law, statute or ordinance affecting your employment with or termination from the Company. You should This release of claims does not construe apply to or affect claims for benefits under applicable worker’s compensation laws, or any claim that controlling law clearly states may not be released, including by settlement. This general release does not apply to any vested rights that you may have in the Company’s 401(k) plan or to your continued participation in the Company’s group health insurance plan pursuant to COBRA following the Retirement Date. This general release does not Xxxxxxxxxxx Del Moral-Xxxxx January 19, 2022 apply to any right to indemnification under the Company’s Articles of Incorporation, By-Laws or any applicable Directors and Officers insurance policy of the Company Released Party, as may be applicable, your rights as a stockholder of the Company or with respect to equity awards as provided in the applicable equity plan or award agreement, or your rights to enforce this reference Agreement. This release shall not limit or restrict your right under the ADEA to age discrimination claims as challenge the validity of this Agreement in a court of law and such challenge shall not be considered a breach of this Agreement. Likewise, this release shall not prevent, restrict or in any way limiting limit your right to file a charge or complaint with a government agency (including, without limitation, the general and comprehensive nature of the Equal Employment Opportunity Commission (“EEOC”)) or participate in an investigation or proceeding initiated or conducted by a government agency; provided, however this release of claims provided under does prevent you from making any personal recovery against the Company or the Released Parties, including the recovery of money damages, as a result of filing a charge or complaint with a government agency against the Company and/or any of the Released Parties. Notwithstanding this Paragraph 3(A). You agree to waive and give up any benefit conferred on you by any order or judgment issued in connection with any proceeding filed against the Released Parties regarding any claim released 3, nothing contained in this agreement;Agreement shall impede your ability to report possible federal securities violations to the Securities Exchange Commission (“SEC”) and other governmental agencies (i) without the Company’s approval and (ii) without having to forfeit or forego any resulting whistleblower awards.
(B) You acknowledge and agree that, as a condition of your receipt of the benefits described date on which you sign this Agreement, there are no pending complaints, charges or lawsuits filed by you against the Company or any of the Released Parties. You further acknowledge and agree that you are the sole and lawful owner of all rights, title and interest in and to all matters released under Paragraph 23(A), above, and that you have returned not assigned or transferred, or purported to assign or transfer, any of such released matters to any other person or entity.
(C) You acknowledge and agree that except to the Company all of the records and property of the Companyextent explicitly provided for in this Agreement, the Released Parties owe you no wages for work performed, whether salary, overtime, bonuses, or commissions, or for accrued but unused paid time off.
(defined aboveD) By executing this Agreement, you acknowledge the following: (i) you have accurately reported all use of paid time off in accordance with the Company’s paid time off policy; (ii) you have not suffered an unreported workplace injury at the Company; and their customers (iii) your early retirement from employment shall be deemed a voluntary retirement. Xxxxxxxxxxx Del Moral-Xxxxx January 19, 2022
(E) You agree that you will return to the Company on or before the Retirement Date all of its property which you possess or over which you have direct or indirect control, including, but not limited to, all moniesrecords, records and files, credit cards, office keys, Company vehicleslaptops, cellular telephonescustomer lists and information, pagers or beepers, and purge any electronically encoded information information., all passwords and/or access codes to such Company property and all copies of such Company property. Notwithstanding the foregoing, the Company acknowledges and agrees that you may retain copies of your individual personnel documents, such as computer disks, etc.payroll and tax records, and any similar personal records, your rolodex and all passwords associated with any password-protected files oryour address book to the extent containing only contact information.
(CF) You agree that you will not disclose directly or indirectly the existence or terms of our agreement concerning these matters to any third party; provided, however, that following your obtaining a promise of confidentiality for the benefit of the Company from your tax preparer, accountant, attorney and spouse, you may disclose the terms of this agreement to such of these individuals who have made such a promise of confidentiality. This provision shall not prevent you from disclosing such matters in testifying in any hearing, trial or other legal proceeding where you are required to do so;
(D) You agree that you will not engage at any time engage in any form of conduct or make any statements or representations, or direct any other person or entity to engage in any conduct or make any statements or representations, that disparage disparage, criticize or otherwise impair the reputation, goodwill or commercial interests reputation of the Company or any of the Released Parties. If the Company; provided’s Human Resources Department receives a request for a reference for you from a prospective employer, however, that nothing the Company will provide verification of employment and such other information as it typically provides in response to such reference requests. Nothing contained in this agreement Agreement shall preclude you from providing truthful testimony information pursuant to subpoena or other legal process;process or from rebutting any disparaging statements made by others. If you receive a subpoena or are subject to any legal obligation, then to the extent permitted you agree to provide written notice to the Company within ten (10) days and enclose a copy of the subpoena and any other document identifying the legal obligation.
(EG) With respect to the Company’s Trade Secrets and Confidential Information (each defined below), you acknowledge that the Company has created and maintains at great expense strategic plans, methods, products, procedures, processes, techniques, financial information, customer and supplier lists, pricing policies, pricing and cost information, personnel data and other similar confidential and proprietary information (collectively “Confidential Information”). Confidential Information also includes information received by the Company from others which the Company has an obligation to treat as confidential, including all information obtained in connection with customer engagements. You agree that except as follows:
required in the good faith performance of your duties to the Company, until the sooner of (i) Following two (2) years from the Separation DateRetirement Date or (ii) the date the Confidential Information becomes generally available to the public through no fault of yours or any other person under a duty of confidentiality to the Company, you will not shall not, directly or indirectly indirectly, in any capacity, use or disclose disclose, or cause to be used or disclosed, in any Trade Secrets of geographic territory in which such use or disclosure could harm the Company’s existing or potential business interests, any Confidential Information. The term “Trade Secret” has that meaning set forth under applicable law. The term includesXxxxxxxxxxx Del Moral-Xxxxx January 19, but is not limited to, all computer source code created by or for the Company;2022
Appears in 1 contract
Your Undertakings. In exchange for the benefits provided to you under Paragraph 2, above, you agree as follows:
(A) You agree, on behalf of yourself, your heirs, successors, successors and assigns, to release the Company, its parents, subsidiaries, affiliates and affiliates subsidiaries and their respective past and present officers, directors, shareholdersstockholders, members, partners, agents, insurers, agents and employees (“Released Parties”), ) from any claims arising on or before the date you sign this agreement. This includes, but is not limited to, giving up any claims related in any way to your employment by the Company, the decision to terminate your employment, termination Xxxx Xxxxxxx June 14, 2007 of our employment relationship, and wages and other remuneration, including, but not limited to, any current or former bonus or other incentive plans or programs offered by the Company. This release of claims includes any claims, whether they are presently known or unknown, or anticipated or unanticipated by you. If Because you are age 40 or older, your acceptance of this agreement also will release any and all claims under the federal Age Discrimination in Employment Act. You should not construe this reference to age discrimination claims as in any way limiting the general and comprehensive nature of the release of claims provided under this Paragraph 3(A). You agree to waive and give up any benefit conferred on you by any order or judgment issued in connection with any proceeding filed against the Released Parties regarding any claim released in this agreement;
(B) You agree that, represent and warrant that as a condition of the date of your receipt signing of the benefits described in Paragraph 2, abovethis agreement, you do not have returned to the within your possession or control any Company all of the records and property of the Company, the Released Parties Property (defined above) and their customers which you possess or over which you have direct or indirect control, including, but not limited to, all monies, records and files, credit cards, office keys, Company vehicles, cellular telephones, pagers or beepers, electronically encoded information such as computer disks, etc., and any and all passwords associated with any password-protected files or);
(C) You agree that you will not disclose directly or indirectly the existence or terms of our agreement concerning these matters to any third party; provided, however, that following your obtaining a promise of confidentiality for the benefit of the Company from your tax preparer, accountant, attorney and spouse, you may disclose the terms of this agreement to such of these individuals who have made such a promise of confidentiality. This provision shall not prevent you from disclosing such matters in testifying in any hearing, trial or other legal proceeding where you are required to do so;
(D) You agree that you will not engage at any time engage in any form of conduct or make any statements or representations, or direct any other person or entity to engage in any conduct or make any statements or representations, that disparage disparage, criticize or otherwise impair the reputation, goodwill or commercial interests reputation of the Company; provided, however, that nothing Company or any of the Released Parties (defined above). Nothing contained in this agreement Paragraph 3(C) shall preclude you from providing truthful testimony pursuant to subpoena or other legal process;; and
(ED) With respect to the Company’s Trade Secrets and Confidential Information You agree that for two (defined below), you agree as follows:
(i2) Following years following the Separation Date, Date you will not directly or indirectly use encourage any Company employee to terminate his/her employment with the Company or disclose solicit such an individual for employment outside the Company in any Trade Secrets of manner which would end or diminish that employee’s services to the Company. The term “Trade Secret” has that meaning set forth under applicable law. The term includes, but is not limited to, all computer source code created by or for the Company;.
Appears in 1 contract