Common use of Complete Release Clause in Contracts

Complete Release. Employee hereby knowingly and voluntarily releases and forever discharges PRA, any related companies, and the former and current employees, officers, agents, directors, shareholders, investors, attorneys, affiliates, successors and assigns of any of them (the “Released Parties”) from all liabilities, claims, demands, rights of action or causes of action Employee had, has or may have against any of the Released Parties through the date this Agreement is executed including, but not limited to, any claims or demands based upon or relating to Employee’s employment with PRA, the cessation of that employment, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 includes, but is not limited to, a release of any rights or claims Employee may have under Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Age Discrimination in Employment Act of 1967, which prohibits discrimination on the basis of age; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Act; or any other federal, state or local laws or regulations involving employment. This release also includes, but is not limited to, a release by Employee of any claims against the Released Parties for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executed. This release covers both claims that Employee knows about and those claims he may not know about that occurred prior to the execution of this Agreement. This release does not include, however, a release of rights, if any, to payment of vested benefits under the PRA’s ERISA employee benefit plans or the right, if any, to continuation in the PRA’s medical plans as provided by COBRA. The Parties acknowledge and agree that this is a general release and it is to be broadly construed as a release by Employee of all claims; provided that notwithstanding the foregoing, this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreement.

Appears in 1 contract

Sources: Separation and Release Agreement (Pra Group Inc)

Complete Release. Employee On behalf of yourself and your heirs and assigns, you hereby knowingly and voluntarily releases and forever discharges PRA, any related companiescompletely release the Company, and the former and current employeesCompany’s, affiliates, divisions, subsidiaries, predecessors, shareholders, partners, officers, agents, directors, shareholdersemployees, investorsattorneys and agents (collectively, attorneys, affiliates, successors and assigns of any of them (the “Released PartiesReleasees”) from any and all liabilities, claims, demands, rights of action or claims and from any and all causes of action Employee hadof any kind or character, has whether known or unknown, which you may have or may claim to have against the Releasees, or any of the Released Parties through the date this Agreement is executed them, including, but not limited to, any all claims or demands based upon or relating to Employee’s causes of action arising out of your employment with PRAthe Company, the cessation termination of that such employment, and the terms and conditions of the Employment Agreementor any actions or omissions occurring prior to or during such employment. The release provided for under this Paragraph 3 This includes, but is not limited to, a release any claims arising out of any rights contract, express or implied, any tort (whether intentional or negligent, including claims Employee may have under arising out of the negligence or gross negligence of any of the Releasees), and any federal, state, local, or other governmental statute, regulation, or ordinance, including without limitation, the Texas Labor Code, Chapter 21; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act; the Equal Pay Act, which prohibits discrimination in employment based on raceas amended; the Worker Adjustment and Retraining Notification Act; the Employee Retirement Income Security Act, color, national origin, religion or sexas amended; the Family Care and Medical Leave Act; the Age Discrimination in Employment Act of 1967, which prohibits discrimination on the basis of ageAct; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Fair Labor Standards Act; or and any other federalstate law regarding fair employment practices, state or local laws or regulations involving employment. This release also includes, but is not limited to, a release by Employee payment of any claims against the Released Parties for wrongful discharge, breach of contractwages, or any other statutorylaw affecting the employment relationship. By entering into this agreement, common law, tort, contract, neither you nor the Company admit any liability or negligence claim wrongdoing. You agree that Employee had, has or you are not releasing any claims you may have against any of under the Released Parties through the date Age Discrimination in Employment Act that may arise after this Agreement agreement is executed. This release covers both claims that Employee knows about and those claims he may not know about that occurred prior to the execution of this Agreement. This release does not include, however, a release of rights, if any, to payment of vested benefits under the PRA’s ERISA employee benefit plans or the right, if any, to continuation in the PRA’s medical plans as provided by COBRA. The Parties acknowledge and agree that this is a general release and it is to be broadly construed as a release by Employee of all claims; provided that notwithstanding the foregoing, this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreement.

Appears in 1 contract

Sources: Letter Agreement & Release (Active Power Inc)

Complete Release. Employee hereby knowingly and voluntarily releases and forever discharges PRACompany, any related companies, and the former and current employees, officers, agents, directors, shareholders, investors, attorneys, affiliates, successors and assigns of any of them (the “Released Parties”) from all liabilities, claims, demands, rights of action or causes of action Employee had, has or may have against any of the Released Parties through the date this Agreement is executed includingParties, including but not limited to, to any claims or demands based upon or relating to Employee’s employment with PRA, Company or the cessation termination of that employment, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 This includes, but is not limited to, a release of any rights or claims Employee may have under Title VII of the Civil Rights Act of 1964, as amendedthe Equal Pay Act, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Age Discrimination in Employment Act of 1967, which prohibits discrimination on the basis of age; Family and Medical Leave Act, the Americans with Disabilities Act, as amendedthe Virginia Human Rights Act, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Act; or any other federal, state or local laws or regulations involving employmentprohibiting employment discrimination. This release also includes, but is not limited to, a release by Employee of any claims against the Released Parties for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, tort or negligence contract claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executedParties. This release covers both claims that Employee knows about and those claims he that Employee may not know about about. This release, however, does not include claims that occurred prior (i) cannot be released as a matter of law, (ii) relate to the execution enforcement of the terms of this Agreement. This release does not include, however, a release of rightsor (iii) involve Employee’s right, if any, to payment of vested qualified retirement benefits under the PRACompany’s ERISA employee benefit plans or plans, the right, if any, right to continuation in the PRACompany’s medical plans as provided by COBRA. The Parties acknowledge and agree that this is a general release and it is to be broadly construed as a release by Employee of all claims; provided that notwithstanding the foregoing, this Agreement shall not be construed to prohibit the exercise of COBRA or any rights by either party that such party Employee may not waive or release as a matter of law or have with regard to vested stock options awarded to Employee under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreementthe Company’s equity plans.

Appears in 1 contract

Sources: Separation and Release Agreement (Lumber Liquidators Holdings, Inc.)

Complete Release. Employee Consultant hereby knowingly and voluntarily releases and forever discharges PRAthe Company, any related companies, and the former and current employees, officers, agents, directors, shareholders, investors, attorneys, affiliates, successors and assigns of any of them (the “Released Parties”) from all liabilities, claims, demands, rights of action or causes of action Employee Consultant had, has or may have against any of the Released Parties through the date this Agreement is executed includingParties, including but not limited to, to any claims or demands based upon or relating to EmployeeConsultant’s employment with PRAthe Company, his consultancy with the cessation Company, or the termination of that employment, and the terms and conditions of the Employment Agreementemployment and/or consultancy. The release provided for under this Paragraph 3 This includes, but is not limited to, a release of any rights or claims Employee Consultant may have under Title VII of the Civil Rights Act of 1964, as amendedthe Equal Pay Act, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Age Discrimination in Employment Act of 1967, which prohibits discrimination on the basis of age; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Act; , or any other federal, state or local laws or regulations involving employmentprohibiting employment discrimination. This release also includes, but is not limited to, a release by Employee Consultant of any claims against the Released Parties for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, or negligence claim that Employee Consultant had, has or may have against any of the Released Parties through the date this Agreement is executedParties. This release covers both claims that Employee Consultant knows about and those claims he Consultant may not know about about. Consultant further acknowledges that occurred prior to the execution of this AgreementConsultant has received compensation for all hours worked in accordance with applicable state and federal laws. This release does not include, however, a release of rightsConsultant’s right, if any, to payment of vested qualified retirement benefits under the PRACompany’s ERISA employee benefit plans or and the right, if any, to continuation in the PRACompany’s medical plans as provided by COBRA. The Parties acknowledge and agree that Nothing in this is Paragraph 3, nor any other provision of this Agreement, waives or affects Consultant’s right to file a general release and it is charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”) or to be broadly construed provide information to, or participate as a release witness in, an investigation undertaken or a proceeding initiated by Employee the EEOC. However, Consultant waives Consultant’s right to monetary or other recovery, including attorney’s fees, should Consultant or any federal, state or local administrative agency pursue any claims on Consultant’s behalf arising out of all claims; provided that notwithstanding Consultant’s employment, consultancy or the conclusion of his employment and/or consultancy with the Company. Notwithstanding the foregoing, the parties agree that nothing in this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreementlaw.

Appears in 1 contract

Sources: Consultancy, Separation and Release Agreement (Lumber Liquidators Holdings, Inc.)

Complete Release. Employee 7.1 ▇▇▇▇▇ hereby knowingly unconditionally releases Synovus and voluntarily releases its subsidiaries, parent companies and forever discharges PRA, any related affiliated companies, and the former and current employees, their respective officers, agents, directors, shareholders, investorsemployees, attorneys, affiliates, successors agents and assigns of any of them representatives (the “Released PartiesReleasees”) from all liabilitieseach and every action, claimsclaim, demandsright, rights contract, liability or demand of action any kind or causes of action Employee nature that ▇▇▇▇▇ had, has now or may might later claim to have against any of the Released Parties through Releasees as of the date of her execution of this Agreement is executed Agreement, known or unknown, including, but not limited to, any and all claims or demands based upon or relating to Employee’s in connection with ▇▇▇▇▇’ employment with PRArelationship and the termination of ▇▇▇▇▇’ employment relationship. Specifically included in this release, without limitation, are all employment claims and any other claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”), the cessation Fair Labor Standards Act, Employee Retirement Income Security Act of that employment1974, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 includes, but is not limited to, a release of any rights or claims Employee may have under Title VII of the Civil Rights Act of 19641964 (“Title VII”), as amendedthe Family and Medical Leave Act of 1993 (“FMLA”), which prohibits discrimination in employment based on race42 U.S.C. § 2000e, coloret seq., national origin42 U.S.C. § 1981 (“Section 1981”), religion or sex; the Age Discrimination in Employment Act of 1967, which prohibits discrimination on the basis Rehabilitation Act of age; the 1973, Equal Pay Act of 1963, Occupational Safety and Health Act, Immigration Reform and Control Act of 1986, Americans with Disabilities ActAct (the “ADA”), as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Act; or any Employee Polygraph Protection Act of 1989. This is not a complete list and ▇▇▇▇▇ further waives and releases all rights and claims under all other federal, state and local discrimination provisions and all other statutory and common law causes of action relating in any way to her employment or local laws or regulations involving employment. This release also includes, but is not limited to, a release by Employee of any claims against the Released Parties for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executed. This release covers both claims that Employee knows about and those claims he may not know about that occurred prior to the execution of this Agreementseparation from employment with Synovus. This release does not include, however, a release of rights, if any, apply to payment of vested the payments described in this Consulting Agreement or to ▇▇▇▇▇’ rights to receive payments or benefits under any written benefit, compensation or retirement plan maintained by any of the PRA’s ERISA employee benefit plans Synovus Companies relating to her prior employment with Synovus. 7.2 Synovus hereby advises ▇▇▇▇▇ to consult with an attorney or the right, if any, other counselor of her choice prior to continuation in the PRA’s medical plans as provided by COBRAexecuting this Agreement. The Parties acknowledge and agree that this is a general release and it is to be broadly construed as a release by Employee of all claims; provided that notwithstanding the foregoing, this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further ▇▇▇▇▇ expressly acknowledges and agrees that he she has read this Agreement and Release carefully, that she has had ample time and opportunity to consult with an attorney or other advisor of her choosing concerning her execution of this Agreement, that Synovus has advised her of her opportunity to consult an attorney or other advisor and has not in any way discouraged her from doing so, that she fully understands that the Agreement is final and binding, that it contains a release of potentially valuable claims, and that the only promises or representations she has relied upon in signing this Agreement are those specifically contained in the Agreement itself. ▇▇▇▇▇ also acknowledges and agrees that she has been paid and/or offered at least twenty-one (21) days to consider this Agreement before signing and that she is signing this Agreement voluntarily, with the full intent of releasing Synovus from all claims. 7.3 ▇▇▇▇▇ ▇▇▇ revoke the Agreement at will at any time prior to twelve o’clock (12:00) noon on the eighth (8th) day immediately following the date of execution of this Agreement by delivering written notice of the revocation to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President and Chief Executive Officer at his office at Synovus by that deadline. ▇▇▇▇▇ agrees that, if she revokes the Agreement prior to that time, she will return to Synovus any and all payments already received all compensationpursuant to this Agreement. The Agreement may not be revoked after that time. ▇▇▇▇▇ also agrees that if she ever attempts to rescind, commissionsrevoke or annul this Agreement after the seven-day revocation period or if attempts at any time to make, wages, bonuses and/or benefits to which he is entitled except as provided for assert or prosecute any claim(s) covered by the Release contained in this Section VII, other than solely a claim under the ADEA, she will first return to Synovus any all payments already received by her under this Agreement, plus interest at the highest legal rate, and she will pay Synovus’ attorney’s fees and costs incurred in defending itself against the claim(s) and/or the attempted revocation, rescission or annulment.

Appears in 1 contract

Sources: Consulting Agreement (Synovus Financial Corp)

Complete Release. This release shall be effective on Employee’s Termination Date. Employee hereby knowingly and voluntarily releases and forever discharges PRAunderstands that all or part of his job duties may be assigned to another person or persons who are less than forty years old or younger than Employee. Employee agrees to release the Company, any company that is or was directly or indirectly the parent or subsidiary of, related companiesto or affiliated with the Company, any Company benefit plans and the former and current employees, officersadministrators, fiduciaries, agents, directors, shareholders, investors, attorneys, affiliates, successors officers and assigns directors of any of them (the “Released Parties”) them, and any predecessors, successors or assigns, from all liabilities, claims, demands, rights of action or causes of action Employee had, has or may have against any of the Released Parties through the date this Agreement is executed including, but not limited to, any claims or demands based upon Employee may have arising out of or relating to Employee’s employment with PRA, the cessation Company or the termination of that employment, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 This includes, but is not limited to, a release of any rights or claims Employee may have under the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Age Discrimination in Employment Act of 1967Equal Pay Act, which prohibits discrimination on paying men and women unequal pay for equal work; the basis of ageFamily Medical Leave Act; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individualsbased upon disability; the Family and Medical Leave Fair Labor Standards Act; the Worker Adjustment and Retraining Notification Act; the Employee Retirement Income Security Act of 1974 or any other federal, state or local laws laws, regulations or regulations involving employmentorders. This release also includes, but is not limited to, a release by Employee of any contractual or tort claims against the Released Parties or other claims arising under common law including, but not limited to, any claims for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executed. This release covers both claims that Employee knows about and those claims he may not know about that occurred prior but does not release future claims pursuant to ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇-▇▇▇▇▇▇▇ of Future Claims. This release, however, does not preclude Employee from enforcing the execution terms of this Agreement. This Nor does this release does not include, however, include a release of rightsany pension benefits, if any, to payment of workers’ compensation benefits or other vested benefits benefit for which Employee may be eligible under the PRA’s ERISA employee terms of applicable Company benefit plans or plans. Employee agrees and intends that the right, if any, to continuation foregoing release shall be construed in the PRA’s medical plans as provided by COBRA. The Parties acknowledge broadest sense possible and agree that this is a general release and it is to shall be broadly construed effective as a release by Employee of prohibition to all claims; provided , charges, actions, suits, demands, obligations, damages, injuries, liabilities, losses, and causes of action of every character, nature, kind or description, known or unknown, and suspected or unsuspected that notwithstanding Employee may have against the foregoingCompany and its agents, this Agreement shall successors, assignees and representatives but does not be construed release future claims pursuant to prohibit the exercise ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇-▇▇▇▇▇▇▇ of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this AgreementFuture Claims.

Appears in 1 contract

Sources: Separation Agreement (Exelis Inc.)

Complete Release. Employee hereby knowingly and voluntarily releases and forever discharges PRAthe Company, any related companies, and the former and current employees, officers, agents, directors, shareholders, investors, attorneys, affiliates, successors and assigns of any of them (the “Released Parties”) from all liabilities, claims, demands, rights of action or causes of action Employee had, has or may have against any of the Released Parties through the date this Agreement is executed includingParties, including but not limited to, any claims or demands based upon or relating to Employee’s employment with PRA, the Company or the cessation of that employment, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 This includes, but is not limited to, a release of any rights or claims Employee may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964, as amendedthe Equal Pay Act, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Age Discrimination in Employment Act of 1967, which prohibits discrimination on the basis of age; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Act; , or any other federal, state or local laws or regulations involving employmentprohibiting employment discrimination or retaliation. This release also includes, but is not limited to, a release by Employee of any claims against the Released Parties for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executedParties. This release covers both claims that Employee knows about and those claims he Employee may not know about about. Employee further acknowledges that occurred prior to Employee has received compensation for all hours worked in accordance with applicable state and federal laws. Neither this Section, nor any other Section in this Agreement or the execution of this Severance Agreement. This release does not include, however, a release of rightswaives or releases (i) Employee’s right, if any, to payment of vested qualified retirement benefits under the PRACompany’s ERISA employee benefit plans or plans; (ii) the right, if any, to continuation in the PRACompany’s medical plans as provided by COBRA; (iii) the right to bring any claims under the ADEA which arise after the date that Employee executes this Agreement, provided, however, that Employee acknowledges that the decision to cease Employee’s employment with the Company occurred prior to Employee’s execution of this Agreement; (iv) Employee’s eligibility, if any, for indemnification and/or advancement of expenses in accordance with any applicable Company Bylaws, if any; (v) Employee’s rights, if any, to coverage under directors’ and officers’ liability insurance policy or policies of the Company and its subsidiaries and affiliates; or (vi) Employee’s rights under this Agreement. The Parties acknowledge and agree that Nothing in this is Section 5, nor any other provision of this Agreement, waives or affects Employee’s right to file a general release and it is charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”) or to be broadly construed provide information to, or participate as a release witness in, an investigation undertaken or a proceeding initiated by the EEOC. However, Employee waives Employee’s right to monetary or other recovery, including attorney’s fees, should Employee or any federal, state or local administrative agency pursue any claims on Employee’s behalf arising out of all claims; provided that notwithstanding Employee’s employment or the conclusion of Employee’s employment with the Company. Notwithstanding the foregoing, the parties agree that nothing in this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreementlaw.

Appears in 1 contract

Sources: Severance Benefit Agreement (Lumber Liquidators Holdings, Inc.)

Complete Release. Employee Employee, on the behalf of himself, his heirs, executors, administrators, and/or assigns, hereby knowingly and voluntarily releases and forever discharges PRAthe Company, any related companies, and the former and current employees, officers, agents, directors, shareholders, investors, attorneys, affiliates, successors and assigns of any of them (the “Released Parties”) from all liabilities, claims, demands, rights of action or causes of action action, whether known or unknown, suspected or unsuspected, that Employee or his heirs, executors, administrators and/or assigns, had, has or may have against any of the Released Parties through the date this Agreement is executed includingParties, including but not limited to, any claims or demands based upon or relating to Employee’s employment with PRA, the Company or the cessation of that employment, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 This includes, but is not limited to, a release of any rights or claims Employee may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964, as amendedthe Equal Pay Act, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Age Discrimination in Employment Act of 1967, which prohibits discrimination on the basis of age; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Act; , the Virginia Human Rights Act, or any other federal, state or local laws or regulations involving employmentprohibiting employment discrimination or retaliation. This release also includes, but is not limited to, a release by Employee of any claims against the Released Parties for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executedParties. This release covers both claims Employee further acknowledges that Employee knows about has received compensation for all hours worked in accordance with applicable state and those claims he may not know about that occurred prior to the execution of federal laws. Neither this Section, nor any other Section in this Agreement. This release does not include, however, a release of rightswaives or releases (i) Employee’s right, if any, to payment of vested qualified retirement benefits under the PRACompany’s ERISA employee benefit plans or plans; (ii) the right, if any, to continuation in the PRACompany’s medical plans as provided by COBRA; (iii) the right to bring any claims under the ADEA which arise after the date that Employee executes this Agreement, provided, however, that Employee acknowledges that the decision to cease Employee’s employment with the Company occurred prior to Employee’s execution of this Agreement; (iv) Employee’s eligibility, if any, for indemnification and/or advancement of expenses in accordance with any applicable Company Bylaws, if any; (v) Employee’s rights, if any, to coverage under directors’ and officers’ liability insurance policy or policies of the Company and its subsidiaries and affiliates; or (vi) Employee’s rights under this Agreement. The Parties acknowledge and agree that Nothing in this is Section 5, or any other provision of this Agreement, waives or affects Employee’s right to file a general release and it is charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”) or to be broadly construed provide information to, or participate as a release witness in, an investigation undertaken or a proceeding initiated by the EEOC. However, Employee waives Employee’s right to monetary or other recovery, including attorneys’ fees, should Employee or any federal, state or local administrative agency pursue any claims on Employee’s behalf arising out of all claims; provided that notwithstanding Employee’s employment or the conclusion of Employee’s employment with the Company. Notwithstanding the foregoing, the parties agree that nothing in this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreementlaw.

Appears in 1 contract

Sources: Separation and Release Agreement (Lumber Liquidators Holdings, Inc.)

Complete Release. Employee hereby knowingly and voluntarily releases and forever discharges PRAthe Company, any related companies, and the former and current employees, officers, agents, directors, shareholders, investors, attorneys, affiliates, successors and assigns of any of them (the “Released Parties”) from all liabilities, claims, demands, rights of action or causes of action Employee had, has or may have against any of the Released Parties through the date this Agreement is executed includingParties, including but not limited to, any claims or demands based upon or relating to Employee’s employment with PRA, the cessation Company or the termination of that employment, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 This includes, but is not limited to, a release of any rights or claims Employee may have under the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, as amendedthe Equal Pay Act, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Age Discrimination in Employment Act of 1967, which prohibits discrimination on the basis of age; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Act; , or any other federal, state or local laws or regulations involving employmentprohibiting employment discrimination or retaliation. This release also includes, but is not limited to, a release by Employee of any claims against the Released Parties for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executedParties. This release covers both claims that Employee knows about and those claims he Employee may not know about about. Employee further acknowledges that occurred prior to the execution of this AgreementEmployee has received compensation for all hours worked in accordance with applicable state and federal laws. This release does not include, however, (i) a release of rightsEmployee’s right, if any, to payment of vested qualified retirement benefits under the PRACompany’s ERISA employee benefit plans; (ii) Employee’s right, if any, to benefits under the Company’s health, dental and vision insurance plans that arose or vested on or before the Separation Date; (iii) the right, if any, to continuation in the PRACompany’s medical plans as provided by COBRA. The Parties acknowledge ; (iv) Employee’s eligibility, if any, for indemnification and/or advancement of expenses in accordance with any applicable Company Bylaws; (v) Employee’s rights, if any, to coverage under directors’ and agree that this is a general release officers’ liability insurance policy or policies of the Company and it is to be broadly construed its subsidiaries and affiliates; (vi) Employee’s rights, if any, under the Equity Documents consistent with Section 3 herein; (vii) Employee’s rights, if any, as a release stockholder of the Company consistent with Section 3 herein or (viii) Employee’s rights under this Agreement. Nothing in this Section 5, nor any other provision of this Agreement, waives or affects Employee’s right to file a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”) or to provide information to, or participate as a witness in, an investigation undertaken or a proceeding initiated by the EEOC. However, Employee waives Employee’s right to monetary or other recovery, including attorney’s fees, should Employee or any federal, state or local administrative agency pursue any claims on Employee’s behalf arising out of all claims; provided that notwithstanding Employee’s employment or the conclusion of his employment with the Company. Notwithstanding the foregoing, the parties agree that nothing in this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreementlaw.

Appears in 1 contract

Sources: Separation and Release Agreement (Lumber Liquidators Holdings, Inc.)

Complete Release. Employee (a) As a material inducement to the Company to enter into this Agreement, and per the terms of paragraph 9(a) of the Employment Agreement, the Executive hereby knowingly and voluntarily forever releases and forever discharges PRAthe Company, any its subsidiaries, owners, affiliates, divisions, stockholders, directors, officers, members, agents, current and former employees, attorneys, related companies, and the former and current employees, officers, agents, directors, shareholders, investors, attorneys, affiliatespredecessors, successors and assigns of any of them (the “collectively "Released Parties”) "), and each of them, of and from any and all liabilitiescharges, complaints, claims, demandsor liabilities (including attorneys" fees and costs actually incurred) of any nature whatsoever, rights of action known or causes of action Employee hadunknown, has suspected or may have against any of the Released Parties through the date this Agreement is executed unsuspected, including, but not limited to, rights arising out of alleged violations of any claims contracts, express or demands based upon implied, or relating to Employee’s employment with PRAany state law tort claim, the cessation of that employmentor any federal, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 includesstate, or other governmental statute, regulation, or ordinance, including, but is not limited to, a release of any rights or claims Employee may have under Title VII of the Civil Rights Act of 19641964 or the Age Discrimination in Employment Act, as amended29 U.S.C. (S)(S) 621-634, which prohibits discrimination in employment based on raceExecutive now has or claims to have, coloror which Executive at any time heretofore had or claimed to have, national originor which Executive at any time hereinafter may have or claim to have, religion against each or sexany of the Released Parties; provided, however, Executive specifically does not release any rights under the Age Discrimination in Employment Act arising after the Effective Date of 1967this Agreement, which prohibits discrimination on the basis of age; the Americans with Disabilities Actany claims to enforce this Agreement, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Act; or any other federalclaims which Executive is precluded from waiving by operation of law. Executive further acknowledges that Executive has reviewed and understood the chart on page 7 of this Agreement, state listing those Company executives (by job title and age) terminated and not terminated as a result of the Company's restructuring. (b) The Company hereby forever releases and discharges Executive of and from any and all charges, complaints, claims, or local laws liabilities (including attorneys" fees and costs actually incurred) of any nature whatsoever, of which the Company's executive officers, or regulations involving employment. This release also includesany of them, has actual knowledge as of the date of this Agreement, including, but is not limited to, a release by Employee rights arising out of alleged violations of any claims against the Released Parties for wrongful dischargecontracts, breach of contractexpress or implied, or any other statutory, common law, tort, contractstate law tort claim, or negligence claim that Employee hadany federal, state, or other governmental statute, regulation, or ordinance, which the Company now has or may claims to have, or which the Company at any time heretofore had or claimed to have against Executive; provided, however, that the Company specifically does not release any charges, complaints, claims or liabilities (including attorneys' fees and costs actually incurred) of any nature whatsoever of which the Company's executive officers, or any of the Released Parties through them, did not have actual knowledge as of the date this Agreement is executed. This release covers both claims that Employee knows about and those claims he may not know about that occurred prior to the execution of this Agreement. This release does not include, however, a release of rights, if any, to payment of vested benefits under the PRA’s ERISA employee benefit plans or the right, if any, to continuation in the PRA’s medical plans as provided by COBRA. The Parties acknowledge and agree that this is a general release and it is to be broadly construed as a release by Employee of all claims; provided that notwithstanding the foregoing, this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreement.

Appears in 1 contract

Sources: Separation Agreement (Americasdoctor Com Inc)

Complete Release. Employee In consideration for and expressly conditioned on the receipt of payment of the Severance Payment, Read hereby knowingly and voluntarily releases and forever discharges PRAthe Company, any related companies, and together with the former and current employees, officerspartners, agents, directors, shareholdersofficers, investorscontractors, attorneys, affiliates, successors insurers and assigns attorneys of any of them them, (the “Released PartiesReleasees”) from any and all liabilities, claims, claims or demands, rights of action whether known or causes of action Employee hadunknown, has and whether asserted on an individual or class basis, which Read has, may have, or may claim to have against any of them. This complete release of all claims includes but is not limited to a complete release of any claims (including claims for attorneys’ fees) Read has, may have, or may claim to have based on Read’s employment with Company or separation from that employment, as well as any claims arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (including negligence by the Released Parties through Company or anyone else), and any federal, state or other governmental statute, regulation or ordinance relating to employment, employment discrimination, or the date this Agreement is executed payment of wages or benefits including, but not limited to, any claims or demands based upon or those relating to Employee’s qui tam, employment with PRAdiscrimination, the cessation termination of that employment, payment of wages or provision of benefits, housing costs, costs relating to relocation and the terms and conditions purchase or sale of the Employment Agreement. The release provided for under this Paragraph 3 includeshousing, but is not limited to, a release of any rights or claims Employee may have under Title VII of the Civil Rights Act of 1964, 1964 as amended, which prohibits discrimination the Civil Rights Act of 1991, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in employment based on raceEmployment Act, colorthe Older Workers Benefit Protection Act (“OWBPA”), national originthe Worker Adjustment and Retraining Notification Act, religion the Consolidated Omnibus Budget Reconciliation Act, and the Occupational Safety and Health Act and/or their state law or sex; local law equivalents. Read specifically waives any entitlement to any bonus, equity plan or other compensation not specifically set forth in this Separation Agreement. Read represents that he has not assigned to any other person any of such claims and that Read has the full right to grant this release. Notwithstanding any other provision herein, Read is not waiving any claims that may arise under the Age Discrimination in Employment Act of 1967, which prohibits discrimination after this Separation Agreement is executed or any future claims based on the basis of age; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Act; or any other federal, state or local laws or regulations involving employmentprovisions set forth in this Separation Agreement. This release also includesSeparation Agreement shall not modify, but is not limited to, a release by Employee expand or reduce any obligation of the Company to indemnify Read from any claims against the Released Parties for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against any arising out of the Released Parties through performance of Read’s services as an employee or officer of the date Company as provided by applicable law and in accordance with the Company’s by-laws. Nothing herein is intended to expand, reduce or limit the Company’s obligations to provide the benefit of insurance coverage maintained by the Company (including D&O coverage) for Read in connection with claims based on actions or omissions of Read during the period of Read’s employment with the Company. Excluded from this Agreement is executed. This release covers both are a) any claims that Employee knows about and those claims he may not know about that occurred prior to arising under the execution terms of this Agreement. This release does not include, however, a release of rights, if any, to payment of vested benefits under the PRA’s ERISA employee benefit plans or the right, if any, to continuation in the PRA’s medical plans as provided by COBRA. The Parties acknowledge ; and agree b) any claims that this is a general release and it is to be broadly construed as a release by Employee of all claims; provided that notwithstanding the foregoing, this Agreement shall may not be construed to prohibit the exercise of any rights waived by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreementlaw.

Appears in 1 contract

Sources: Separation Agreement (Flextronics International Ltd.)

Complete Release. In exchange for the Separation Settlement Payment described in Section 1, Employee hereby knowingly agrees to release (hereinafter "Complete Release") the following persons and voluntarily releases and forever discharges PRAentities from all claims or rights Employee may have (or which may arise before this Agreement becomes effective) based on the Employee's employment with the Company or the termination of that employment: the Company, any all related companies, and the former and current with respect to each such entity, all of its past or present employees, officersdirectors, agents, directorsemployee benefit programs (and the trustees, shareholdersadministrators, investorsfiduciaries and insurers of such programs) and any other persons acting by, attorneysthrough, affiliates, successors and assigns of any of them (the “Released Parties”) from all liabilities, claims, demands, rights of action under or causes of action Employee had, has or may have against in concert with any of the Released Parties through the date this Agreement is executed including, but not limited to, any claims persons or demands based upon or relating to Employee’s employment with PRA, the cessation of that employment, and the terms and conditions of the Employment Agreemententities listed above. The release provided for under this Paragraph 3 This includes, but is not limited to, a release of any claims or rights or claims Employee may have under the federal Age Discrimination in Employment Act of 1967, as amended, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amendedamended and the Civil Rights Act of 1991, which prohibits prohibit discrimination in employment based on race, color, national origin, religion or sex; the Age Discrimination in Employment The Americans With Disabilities Act of 1967, which prohibits discrimination on the basis of age; the Americans with Disabilities Act1990, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Actdisabled; or any and all other federal, state state, local laws, regulations or local laws or regulations involving employmentordinances prohibiting employment discrimination. This release Employee also includes, but is not limited to, a release by Employee of releases any claims against the Released Parties for wrongful discharge, for breach of contractan express or implied employment contract or personal injuries arising therefrom, or any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executedif any. This release Complete Release covers both claims that the Employee knows about and those claims he may not know about about, but does not release any claims which arise after this Complete Release becomes effective. Employee represents that occurred prior he has not filed or caused to be filed a lawsuit asserting any claims that are released in this Section. Further, the Employee agrees not to pursue any charges or commence any actions of any kind with any local, state or federal agency or state or federal court pertaining to the execution of claims that are released in this AgreementSection. This release does Excluded from this Complete Release are claims which cannot includebe waived by law, including, but limited to the right to file a charge with or participate in an investigation with the EEOC. Employee is waiving, however, a release of rights, if any, any right to payment of vested benefits under any monetary recovery or relief should the PRA’s ERISA employee benefit plans EEOC or the right, if any, to continuation in the PRA’s medical plans as provided by COBRA. The Parties acknowledge and agree that this is a general release and it is to be broadly construed as a release by Employee of all claims; provided that notwithstanding the foregoing, this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreementother agency pursue any claims on his behalf.

Appears in 1 contract

Sources: Separation Settlement and Release Agreement (Quicksilver Resources Inc)

Complete Release. Employee hereby knowingly and voluntarily releases and forever discharges PRAthe Company, any related companies, and the former and current employees, officers, agents, directors, shareholders, investors, attorneys, affiliates, successors and assigns of any of them (the “Released Parties”) from all liabilities, claims, demands, rights of action or causes of action Employee had, has or may have against any of the Released Parties through the date this Agreement is executed includingParties, including but not limited to, any claims or demands based upon or relating to Employee’s employment with PRA, the cessation Company or the termination of that employment, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 This includes, but is not limited to, a release of any rights or claims Employee may have under Title VII of the Civil Rights Act of 1964, as amendedthe Equal Pay Act, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Age Discrimination in Employment Act of 1967, which prohibits discrimination on the basis of age; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Act; , or any other federal, state or local laws or regulations involving employmentprohibiting employment discrimination. This release also includes, but is not limited to, a release by Employee of any claims against the Released Parties for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executedParties. This release covers both claims that Employee knows about and those claims he Employee may not know about about. Employee further acknowledges that occurred prior to the execution of this AgreementEmployee has received compensation for all hours worked in accordance with applicable state and federal laws. This release does not include, however, a release of rightsEmployee’s right, if any, to payment of vested qualified retirement benefits under the PRACompany’s ERISA employee benefit plans or and the right, if any, to continuation in the PRACompany’s medical plans as provided by COBRA. The Parties acknowledge and agree that Nothing in this is Section 8, nor any other provision of this Agreement, waives or affects Employee’s right to file a general release and it is charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”) or to be broadly construed provide information to, or participate as a release witness in, an investigation undertaken or a proceeding initiated by the EEOC. However, Employee waives Employee’s right to monetary or other recovery, including attorney’s fees, should Employee or any federal, state or local administrative agency pursue any claims on Employee’s behalf arising out of all claims; provided that notwithstanding Employee’s employment or the conclusion of his employment with the Company. Notwithstanding the foregoing, the parties agree that nothing in this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreementlaw.

Appears in 1 contract

Sources: Consultancy, Separation and Release Agreement (Lumber Liquidators Holdings, Inc.)

Complete Release. In exchange for the consideration set forth herein, Employee hereby knowingly and voluntarily releases and forever discharges PRA, NII and any related companies, and the including, without limitation, their affiliates, former and current employees, officers, agents, directors, shareholders, investors, attorneys, affiliates, successors and assigns of or any of them (the “Released Parties”) from all liabilities, claims, demands, rights of action or causes of action Employee had, has or may have against any of the Released Parties through the date this Agreement is executed includingParties, including but not limited to, to any claims or demands based upon or relating to Employee’s employment with PRA, NII or the cessation termination of that employment, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 includes, This includes but is not limited to, to a release of any rights or claims Employee may have under Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Age Discrimination in Employment Act of 1967, the (“ADEA”) which prohibits age discrimination on the basis of agein employment; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Virginia Human Rights Act, which is a state statue prohibiting, among other things, employment discrimination; the Fairfax County Human Rights Ordinance, which is a local ordinance prohibiting, among other things, employment discrimination; or any other federal, state or local laws or regulations involving employmentprohibiting employment discrimination. This release also includes, includes but is not limited to, to a release by Employee of any claims against the Released Parties for wrongful discharge, breach of contract, under the Severance Plan, or any other statutory, common law, tort, contract, tort or negligence contract claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executedParties. This release covers both claims that Employee knows about and those claims he that Employee may not know about that occurred prior about. Notwithstanding the foregoing, neither party is releasing any right to the execution of enforce this Agreement. This release , and Employee is not releasing: (1) any vested qualified retirement benefits under NII’s ERISA plan (although it does not include, however, include a release of rights, if any, all claims to payment of vested benefits under the PRA’s ERISA employee benefit plans or Severance Plan); (2) the right, if any, right to continuation in the PRANII’s medical plans as provided by COBRA; (3) any claims for unemployment compensation or workers compensation benefits or other rights that may not be released as a matter of law; (4) any claims solely relating the validity of this general release under the ADEA, as amended; (5) any non-waiveable right to file a charge with the U.S. Equal Employment Opportunity Commission, the Occupational Safety and Health Act, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”); or (6) any rights to indemnification pursuant to NII’s or any successor company’s Certificate of Incorporation, Delaware General Corporation Law or the Director and Officer Indemnification Agreement between the Parties. The Parties acknowledge and agree If a government agency were to pursue any matters that are released herein, Employee agrees that this Agreement will control as the exclusive remedy and full settlement of all such claims by Employee for money damages. However, Employee understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies. This Agreement does not limit Employee’s right to receive an award for information provided to any Government Agencies. Employee represents and warrants that Employee has no knowledge of any improper or illegal actions, misstatements or omissions by NII, is not aware of any facts or evidence that could give rise to such a claim, nor does Employee know of any basis on which any third party or governmental entity could assert such a claim. Employee further represents and warrants that he/she has fulfilled Employee’s duties to NII to the best of Employee’s abilities and in a reasonable and prudent manner, and that Employee has not knowingly engaged, directly or indirectly, in any actions or omissions that could be perceived as improper or unlawful, nor has Employee failed to report any such actions or omissions to NII. Employee further represents and warrants that he/she has been paid all compensation due and owing from NII as a result of Employee’s work, that he/she has received all rights to which Employee is entitled under the Family and Medical Leave Act, and that he/she is not suffering from any undisclosed illness or injury that would be compensable under NII’s workers’ compensation insurance. Employee hereby acknowledges and agrees that this release is a general release and it is to be broadly construed as a release that by Employee of all claims; provided that notwithstanding the foregoingsigning this Agreement, this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in signing and agreeing to this Agreementrelease.

Appears in 1 contract

Sources: Separation and Release Agreement (Nii Holdings Inc)

Complete Release. Employee hereby knowingly states clearly and without any reservation that his/her entering into this Retirement Incentive Agreement is done voluntarily releases and forever discharges PRAfor the purpose of taking advantage of the Retirement Incentive Program offered by the College. Employee further acknowledges that no person, any related companiesorganization, employee, officer, or agent of the College has suggested or otherwise attempted to cause, force, or coerce the Employee to involuntarily take advantage of the Retirement Incentive Program and to terminate the Employee's employment with the College. Employee agrees to release the College and the former employees and current employees, officers, agents, directors, shareholders, investors, attorneys, affiliates, successors and assigns of any of them (the “Released Parties”) trustees from all liabilities, claims, demands, rights of action or causes of action Employee had, has or may have against any of the Released Parties through the date this Agreement is executed including, but not limited to, any claims or demands Employee may have based upon or relating to on Employee’s 's employment with PRA, the cessation College or the termination of that employment, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 This includes, but is not limited to, a release of any rights right or claims Employee may have under the Age Discrimination in Employment Act, or The Older Workers Benefit Protection Act, both of which prohibit age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Age Discrimination in Employment Act of 1967Equal Pay Act, which prohibits discrimination on the basis of age; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family paying men and Medical Leave Actwomen unequal pay for equal work; or any other federal, state or local laws or regulations involving employmentprohibiting employment discrimination. This release also includes, but is not limited to, includes a release by Employee of any claims against the Released Parties for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executed. This release covers both claims that Employee knows about and those claims he he/she may not know about about. If an interpretation by the EEOC (Equal Employment Opportunity Commission) or a court of law determines, subsequent to the effective date of this Agreement, that occurred the Employee had or may have had (prior to the execution date of this Agreementagreement) rights greater or different than those provided through the employment relationship or this retirement incentive agreement such claims are forever waived by the Employee. This release does not include, however, a release of rights, if any, to payment of vested benefits under the PRA’s ERISA employee benefit plans or the Employee's right, if any, to continuation in pension, retiree health or similar benefits under the PRA’s medical plans as provided by COBRA. The Parties acknowledge and agree that this is a general release and it is to be broadly construed as a release by Employee of all claims; provided that notwithstanding the foregoing, this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this AgreementCollege's standard retirement program.

Appears in 1 contract

Sources: Retirement Incentive Program Agreement

Complete Release. In exchange for the consideration set forth herein, Employee hereby knowingly and voluntarily releases and forever discharges PRA, NII and any related companies, and the including, without limitation, their affiliates, former and current employees, officers, agents, directors, shareholders, investors, attorneys, affiliates, successors and assigns of or any of them (the “Released Parties”) from all liabilities, claims, demands, rights of action or causes of action Employee had, has or may have against any of the Released Parties through the date this Agreement is executed includingParties, including but not limited to, to any claims or demands based upon or relating to Employee’s employment with PRANII, for or by reason of any cause, matter, thing, occurrence, or event whatsoever from the cessation date of Employee’s birth to the date that employment, and the terms and conditions of the Employment Employee has signed this Agreement. The release provided for under this Paragraph 3 includes, This includes but is not limited to, to a release of any rights or claims Employee may have under Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Age Discrimination in Employment Act of 1967, the (“ADEA”) which prohibits age discrimination on the basis of agein employment; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Virginia Human Rights Act, which is a state statue prohibiting, among other things, employment discrimination; the Fairfax County Human Rights Ordinance, which is a local ordinance prohibiting, among other things, employment discrimination; or any other federal, state or local laws or regulations involving employmentprohibiting employment discrimination. This release also includes, includes but is not limited to, to a release by Employee of any claims against the Released Parties for wrongful discharge, breach of contract, under the Severance Plan, or any other statutory, common law, tort, contract, tort or negligence contract claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executedParties. This release covers both claims that Employee knows about and those claims he that Employee may not know about that occurred prior about. Notwithstanding the foregoing, neither party is releasing any right to the execution of enforce this Agreement, and Employee is not releasing any future claims arising after Employee signs this Agreement. This release Further, Employee is not releasing: (1) any vested qualified retirement benefits under NII’s ERISA plan (although it does not include, however, include a release of rights, if any, all claims to payment of vested benefits under the PRA’s ERISA employee benefit plans or Severance Plan); (2) the right, if any, right to continuation in the PRANII’s medical plans as provided by COBRA; (3) any claims for unemployment compensation or workers compensation benefits or other rights that may not be released as a matter of law; (4) any claims solely relating to the validity of this general release under the ADEA, as amended; (5) any non-waiveable right to file a charge with the U.S. Equal Employment Opportunity Commission, the Occupational Safety and Health Act, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”); or (6) any rights to indemnification pursuant to NII’s or any successor company’s Certificate of Incorporation, Delaware General Corporation Law or the Director and Officer Indemnification Agreement between the Parties. The Parties acknowledge and agree If a government agency were to pursue any matters that are released herein, Employee agrees that this Agreement will control as the exclusive remedy and full settlement of all such released claims by Employee for money damages. However, Employee understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency. This Agreement does not limit Employee’s right to receive an award for information provided to any Government Agencies. Nothing contained in this Agreement shall limit or restrict the Employee’s ability or right to report securities law violations to the Securities and Exchange Commission and other federal agencies without NII’s prior approval and without having to forfeit any resulting whistleblower award, if applicable. Employee represents and warrants that Employee has no knowledge of any improper or illegal actions, misstatements or omissions by NII, is not aware of any facts or evidence that could give rise to such a claim, nor does Employee know of any basis on which any third party or governmental entity could assert such a claim. Employee further represents and warrants that he has fulfilled Employee’s duties to NII to the best of Employee’s abilities and in a reasonable and prudent manner, and that Employee has not knowingly engaged, directly or indirectly, in any actions or omissions that could be perceived as improper or unlawful, nor has Employee failed to report any such actions or omissions to NII. Employee further represents and warrants that he has been paid all compensation due and owing from NII as a result of Employee’s work, that he has received all rights to which Employee is entitled under the Family and Medical Leave Act, and that he is not suffering from any undisclosed illness or injury that would be compensable under NII’s workers’ compensation insurance. Employee hereby acknowledges and agrees that this release is a general release and it is to be broadly construed as a release that by Employee of all claims; provided that notwithstanding the foregoingsigning this Agreement, this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in signing and agreeing to this Agreementrelease.

Appears in 1 contract

Sources: Retention and Severance Agreement (Nii Holdings Inc)

Complete Release. Employee In consideration of those payments and benefits provided in the Agreement beyond the $5,000 (gross) specified in paragraphs 16 and 22 of the Agreement, Executive agrees to and hereby does knowingly and voluntarily releases release and forever discharges PRA, any related companies, and discharge the former and current employees, officers, agents, directors, shareholders, investors, attorneys, affiliates, successors and assigns of any of them (the “Released Parties”) , from any and all liabilities, claims, demands, rights of action or causes of action Employee and demands of any kind, whether known or unknown, which Executive has, ever has had, has or ever in the future may have against any of the Released Parties through and which are based on acts, omissions or events occurring up to and including the date of this Agreement is executed includingSupplemental Release. Included in the release set forth in the preceding sentence, but not limited towithout limiting its scope, any are claims or demands based upon or relating to Employee’s employment with PRA, the cessation of that employment, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 includes, but is not limited to, a release of any rights or claims Employee may have arising under Title VII of the Civil Rights Act of 1964, as amendedthe Americans with Disabilities Act of 1990, which prohibits discrimination in employment based on racethe Family and Medical Leave Act of 1993, colorthe Employee Retirement Income Security Act of 1974 (“ERISA”), national origin, religion or sex; and the Age Discrimination in Employment Act of 19671967 (“ADEA”), which prohibits discrimination on the basis of age; the Americans with Disabilities Act, each as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Act; or as well as any other federal, state or local laws employment or regulations involving employmentlabor laws, wrongful discharge or other statutory employment law claims, as well as any claims in contract, tort, or common law, and which are related to Executive’s employment with the Company, Western Union, and/or their subsidiaries and Affiliates or the termination of that employment (the “Claims”). This release also includes, but The term “Claims” is intended to be broad and all-encompassing and is not limited toto those claims specifically cited in the foregoing sentence. Notwithstanding the foregoing, Executive does not waive claims, causes of action or demands of any kind to enforce the Agreement; claims, causes of action or demands that may arise after the date this Supplemental Release is executed and which are based on acts or omissions occurring after the date this Supplemental Release is signed; or claims, causes of action or demands which by law cannot be released by private agreement between the employer and employee, including but not limited to any claim for any accrued benefits to which Executive has a release non-forfeitable right under any ERISA retirement benefit plan. Furthermore, notwithstanding the foregoing, nothing in this Supplemental Release waives Executive’s rights to indemnification in accordance with Western Union’s bylaws, waives Executive’s rights to directors and officers liability insurance coverage (subject to the terms of the applicable insurance policies) or waives a claim which by Employee law cannot be waived. The Released Parties acknowledge that, as of the date of this Supplemental Release, the Released Parties are not aware of any claims against the Released Parties for wrongful discharge, breach or causes of contract, action or demands of any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against kind which any of the Released Parties through could assert against Executive based on Executive’s acts or omissions occurring up to and including the date this Agreement is executed. This release covers both claims that Employee knows about and those claims he may not know about that occurred prior to the execution of this Agreement. This release does not include, however, a release of rights, if any, to payment of vested benefits under the PRA’s ERISA employee benefit plans or the right, if any, to continuation in the PRA’s medical plans as provided by COBRA. The Parties acknowledge and agree that this is a general release and it is to be broadly construed as a release by Employee of all claims; provided that notwithstanding the foregoing, this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this AgreementSupplemental Release.

Appears in 1 contract

Sources: Separation Agreement (Western Union CO)

Complete Release. Employee hereby knowingly and voluntarily releases and forever discharges PRAthe SAIL Affiliated Entities, any related companies, and along with the former and current employees, officerspartners, agents, directors, shareholdersofficers, investorscontractors, attorneys, affiliates, successors and assigns attorneys of any of them them, (the “Released PartiesReleasees”) from any and all liabilities, claims, claims or demands, rights of action whether known or causes of action unknown, and whether asserted on an individual or a class or collective basis, which Employee had, has may have or may claim to have against any of the Released Parties through the date this Agreement is executed them. This complete release of all claims includes, without limitation, a complete release of any claims (including, but not limited towithout limitation, any claims for attorneys’ fees) Employee may have or demands claim to have based upon or relating to on Employee’s employment with PRA, Company or the cessation termination of that employment, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 includes, but is not limited to, a release as well as any claims arising out of any rights contract, express or claims Employee may have under implied, any covenant of good faith and fair dealing, express or implied, any tort (including, without limitation, negligence by Company or anyone else), any claim to equity, stock, stock options, stock units, or other ownership interest in any SAIL Affiliated Entity (other than Employee’s equity, stock, stock options, stock units, or other ownership interest in SAIL), and any federal, state or other governmental statute, regulation or ordinance relating to employment, employment discrimination, or the payment of wages or benefits including, without limitation, those relating to qui tam, employment discrimination, termination of employment, payment of wages or provision of benefits, Title VII of the Civil Rights Act of 1964, 1964 as amended, which prohibits discrimination the Civil Rights Act of 1991, the Americans with Disabilities Act as amended, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in employment based on raceEmployment Act, colorthe Older Workers Benefit Protection Act (“OWBPA”), national originthe Worker Adjustment and Retraining Notification (“WARN”) Act, religion or sex; the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and the Occupational Safety and Health Act. Employee represents Employee has not assigned to any other person any such claims and that Employee has the full right to grant this release. Notwithstanding the foregoing, Employee is not waiving any claims that may arise under the Age Discrimination in Employment Act of 1967, which prohibits discrimination on the basis of age; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Act; after this Separation Agreement is executed or any other federal, state or local laws or regulations involving employmentfuture claims based on Company’s obligations under this Separation Agreement. This release also includesRelease does not apply to any rights to indemnification to which Employee may be entitled as an employee or officer of SAIL or its direct or indirect subsidiaries, but is not limited toincluding Company, a release by Employee of any claims against the Released Parties for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executed. This release covers both claims that Employee knows about and those claims he may not know about that occurred prior to the execution Effective Date. Company, on behalf of itself and its predecessors, successors, affiliated entities, parents, subsidiaries, or assigns, including the other SAIL Affiliated Entities, hereby waives, releases, and forever discharges Employee from all claims and rights that Company or any of them has against Employee, whether known or unknown, existing as of the date Company signs this Separation Agreement. This release does not include, however, a release of rights, if any, to payment of vested benefits under the PRA’s ERISA employee benefit plans or the right, if any, to continuation in the PRA’s medical plans as provided by COBRA. The Parties acknowledge and agree that this is a general release and it is to be broadly construed as a release by Employee of all claims; provided that notwithstanding Notwithstanding the foregoing, this Agreement nothing herein shall not be construed deemed to prohibit release Employee from claims arising from any acts or omissions by the exercise of any rights by either party that such party may not waive Employee during Employee’s employment with Company involving fraud or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreementembezzlement.

Appears in 1 contract

Sources: Separation Agreement (Sailpoint Technologies Holdings, Inc.)

Complete Release. 2.1 In exchange for the Settlement described in the FIRST Paragraph, Employee hereby knowingly and voluntarily releases and releases, covenants not to sue ▇▇▇ forever discharges PRAthe Company, any related its past and present affiliate and subsidiary companies, its and the former their past and current employeespresent directors, officers, agentsemployees and agents and benefit programs (and the trustees, directorsadministrators, shareholdersfiduciaries and insurers of such programs) and any other persons acting by, investorsthrough, attorneys, affiliates, successors and assigns of any of them (the “Released Parties”) from all liabilities, claims, demands, rights of action under or causes of action Employee had, has or may have against in concert with any of the Released Parties through the date persons or entities listed above, from any and all claims or rights Employee may have (or which may arise before this Agreement is executed becomes effective), including, but not limited to, any claims based on Employee's employment or demands based upon or relating to Employee’s employment with PRA, the cessation termination of that employment, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 This includes, but is not limited to, a release of any claims or rights or claims Employee may have under the federal Age Discrimination in Employment Act of 1967, as amended, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, and the Civil Rights Act of 1991, which prohibits prohibit discrimination in employment based on race, color, national origin, religion or sex; the Age Discrimination in Employment The Americans With Disabilities Act of 1967, which prohibits discrimination on the basis of age; the Americans with Disabilities Act, as amended1990, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Actdisabled; or any and all other federal, state or local laws or regulations involving employmentor ordinances prohibiting employment discrimination. This release Employee also includes, but is not limited to, a release by Employee of releases any claims against the Released Parties for wrongful discharge, for breach of contractan express or implied employment contract or personal injuries arising therefrom, or any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executedif any. This release Agreement covers both claims that Employee knows about and those claims he Employee may not know about that occurred prior to the execution of this Agreement. This release about, but does not includerelease any claims which arise after this Agreement becomes effective. Employee represents that he has not filed or caused to be filed a lawsuit asserting any claims that are released in this Paragraph. Further, Employee agrees not to pursue any charges or claims or commence any actions of any kind with any local, state or federal agency or state or federal court pertaining to claims that are released in this Paragraph. Excluded from this Agreement are claims which cannot be waived by law, including, but not limited to, the right to file a charge with or participate in an investigation with the EEOC. Employee is waiving, however, a release of rights, if any, his right to payment of vested benefits under any monetary recovery or relief should the PRA’s ERISA employee benefit plans EEOC or the right, if any, to continuation in the PRA’s medical plans as provided by COBRA. The Parties acknowledge and agree that this is a general release and it is to be broadly construed as a release by Employee of all claims; provided that notwithstanding the foregoing, this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreementother agency pursue any claims on his behalf.

Appears in 1 contract

Sources: Settlement Agreement (Union Pacific Resources Group Inc)

Complete Release. Employee (a) As a material inducement to AVC to enter into this Agreement, but subject to the payment by AVC of the amounts due Keefer pursuant to Section 3 of this Agreement and the other ▇▇▇▇gations of AVC under this Agreement, Keefer hereby knowingly and voluntarily waives, releases and forever discharges PRAAVC, any related companiesits offi▇▇▇▇, and the former and current directors, stockholders, employees, officers, agents, directors, shareholders, investors, attorneys, subsidiaries, servants, successors, insurers and affiliates, and their successors and assigns assigns, from any and all manners of any of them (the “Released Parties”) from all liabilitiesaction, claims, liens, demands, rights of action or liabilities, causes of action Employee hadaction, has charges, complaints, suits (judicial, administrative, or may have against otherwise), damages, debts, demands, obligations of any other nature, past or present, known or unknown, whether in law or in equity, whether founded upon contract (expressed or implied), tort (including, but not limited to, defamation), statute or regulation (federal, state or local), common law and/or any other theory or basis, from the beginning of the Released Parties through world to the date this Agreement is executed hereof, including, but not limited to, any claims claim that Keefer has asserted, now asserts or demands based upon or relating to Employee’s employment with PRA, the cessation of that employment, and the terms and conditions of could have asserted under the Employment AgreementAgreements or otherwise. The This waiver, release provided for under this Paragraph 3 and discharge includes, but is not limited to, a release claims arising under federal, state or local laws prohibiting employment or other discrimination or claims growing out of any legal restrictions on the Company's rights or claims Employee may have to terminate its employees, including, but not limited to, any claim arising under Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination United States Code. It is expressly understood by Keefer that among the various rights and claims being waive▇ ▇▇ ▇im in employment based on race, color, national origin, religion or sex; this release are those arising under the Age Discrimination in Employment Act of 19671967 (29 U.S.C. 621, et seq.). Notwithstanding anything else contained in this Agreement, this waiver, release and discharge is not intended to release any rights Keefer has (i) with respect to Keefer's participation in AV▇-▇▇▇▇sored stock option plans, ▇▇▇▇▇▇▇ng the options granted to Keefer as of November 28, 1994 and February 4, 2000, which prohibits discrimination on ▇▇▇▇▇▇s shall continue to remain in effect for their full original terms and (ii) to seek and obtain indemnification and/or defense pursuant to the basis of age; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Act; or any other federal, state or local laws or regulations involving employment. This release also includes, but is not limited to, a release by Employee of any claims against the Released Parties for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against any provisions of the Released Parties 2002 Agreement, the Certificate of Incorporation and Bylaws of AVC (each as amended through the effective date this Agreement is executed. This release covers both claims that Employee knows about and those claims he may not know about that occurred prior to of the execution of this Agreement. This release does not include) and the laws of the State of Nevada, however, a release of rights, if any, to payment of vested benefits under the PRA’s ERISA employee benefit plans or the right, if any, to continuation in the PRA’s medical plans as provided event that any claim is asserted against Keefer by COBRAa third party. (b) As a materi▇▇ ▇▇▇ucement to Keefer to enter into this Agreement, subject to the obligat▇▇▇▇ ▇f Keefer under this Agreement, AVC hereby irrevocably and unc▇▇▇▇▇▇onally waives, releases and discharges Keefer, his agents and attorneys, successors and assigns fr▇▇ ▇▇▇ and all manner of action, claims, liens, demands, liabilities, causes of action, charges, complaints, suits (judicial, administrative, or otherwise), damages, debts, demands, obligations of any other nature, past or present, known or unknown, whether in law or in equity, whether founded upon contract (expressed or implied), tort (including, but not limited to, defamation), statute or regulation (federal, state or local), common law and/or any other theory or basis, from the beginning of the world to the date hereof, including, but not limited to, any claim that AVC has asserted, now asserts or could have asserted. (c) It is understood and agreed by the parties hereto that the facts and respective assumptions of law in contemplation of which this Agreement is made may hereafter prove to be other than or different from those facts and assumptions now known, made or believed by them to be true. The Parties acknowledge parties hereto expressly accept and assume the risk of the facts and assumptions to be so different, and agree that all terms of this is a general release agreement shall be in all respects effective and it is not subject to be broadly construed as a release termination or reclusion by Employee any such difference in facts or assumptions of all claims; provided that notwithstanding the foregoing, this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreementlaw.

Appears in 1 contract

Sources: Settlement Agreement (American Vantage Companies)

Complete Release. Employee hereby knowingly releases Company and voluntarily releases and forever discharges PRA, any related affiliated companies, and along with the former and current employees, officerspartners, agents, directors, shareholdersofficers, investorscontractors, attorneys, affiliates, successors and assigns attorneys of any of them (the “Released PartiesReleasees) ), from any and all liabilities, claims, claims or demands, rights of action whether known or causes of action unknown, and whether asserted on an individual or class basis, which Employee had, has may have or may claim to have against any of the Released Parties through the date this Agreement them. This complete release of all claims includes but is executed including, but not limited to, to a complete release of any claims (including claims for attorneys’ fees) Employee may have or demands claim to have based upon or relating to on Employee’s employment with PRA, Company or the cessation termination of that employment, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 includes, but is not limited to, a release as well as any claims arising out of any rights contract, express or claims Employee may have under implied, any covenant of good faith and fair dealing, express or implied, any tort (including negligence by Company or anyone else), and any federal, state or other governmental statute, regulation or ordinance relating to employment, employment discrimination, or the payment of wages or benefits including, without limitation, those relating to qui tam, employment discrimination, termination of employment, payment of wages or provision of benefits, Title VII of the Civil Rights Act of 1964, 1964 as amended, which prohibits discrimination the Civil Rights Act of 1991, the Americans with Disabilities Act as amended, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in employment based on raceEmployment Act, colorthe Older Workers Benefit Protection Act (“OWBPA”), national originthe Worker Adjustment and Retraining Notification (“WARN”) Act, religion or sex; the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and the Occupational Safety and Health Act. Employee represents that Employee has not assigned to any other person any of such claims and that Employee has the full right to grant this release. Notwithstanding any other provision herein, Employee is not waiving any claims that may arise under the Age Discrimination in Employment Act of 1967, which prohibits discrimination on the basis of age; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Act; or any other federal, state or local laws or regulations involving employment. This release also includes, but is not limited to, a release by Employee of any claims against the Released Parties for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against any of the Released Parties through the date after this Agreement is executed. This release covers both , any future claims that Employee knows about based on Company’s obligations and those claims he may not know about that occurred prior to the execution of this Agreement. This release does not include, however, a release of rights, if any, to payment of vested benefits under the PRA’s ERISA employee benefit plans or the right, if any, to continuation in the PRA’s medical plans as provided by COBRA. The Parties acknowledge and agree that this is a general release and it is to be broadly construed as a release by Employee of all claims; provided that notwithstanding the foregoing, this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for agreements set forth in this Agreement, and vested rights in any stock or benefit plan. Further, Employee does not release his right to be defended and indemnified, to the extent required by the Indemnity Agreement dated June 12, 2014 and attached as Exhibit B. Further, nothing in this agreement restricts Employee’s right to assert a claim for a defense, reimbursement, or indemnity under any policies of Directors and Officers Liability Insurance maintained by the Company.

Appears in 1 contract

Sources: Separation Agreement (Active Power Inc)

Complete Release. In exchange for the consideration set forth herein, Employee hereby knowingly and voluntarily releases and forever discharges PRA, NII and any related companies, and the including, without limitation, their affiliates, former and current employees, officers, agents, directors, shareholders, investors, attorneys, affiliates, successors and assigns of or any of them (the “Released Parties”) from all liabilities, claims, demands, rights of action or causes of action Employee had, has or may have against any of the Released Parties through the date this Agreement is executed includingParties, including but not limited to, to any claims or demands based upon or relating to Employee’s employment with PRA, NII or the cessation termination of that employment, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 includes, This includes but is not limited to, to a release of any rights or claims Employee may have under Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Age Discrimination in Employment Act of 1967, the (“ADEA”) which prohibits age discrimination on the basis of agein employment; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Virginia Human Rights Act, which is a state statue prohibiting, among other things, employment discrimination; the Fairfax County Human Rights Ordinance, which is a local ordinance prohibiting, among other things, employment discrimination; or any other federal, state or local laws or regulations involving employmentprohibiting employment discrimination. This release also includes, includes but is not limited to, to a release by Employee of any claims against the Released Parties for wrongful discharge, discharge or breach of contractcontract under the Severance Plan, or any other statutory, common law, tort, contract, tort or negligence contract claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executedParties. This release covers both claims that Employee knows about and those claims he that Employee may not know about that occurred prior about. Notwithstanding the foregoing, neither party is releasing any right to the execution of enforce this Agreement. This release , and Employee is not releasing: (1) any claims for payments and benefits as set forth in this Agreement or the Second Separation Agreement; (2) any vested qualified retirement benefits under NII’s ERISA plan (although it does not include, however, include a release of rights, if any, all claims to payment of vested benefits under the PRA’s ERISA employee benefit plans or Severance Plan); (3) the right, if any, right to continuation in the PRANII’s medical plans as provided by COBRA; (4) any claims for unemployment compensation or workers compensation benefits or other rights that may not be released as a matter of law; (5) any claims solely relating the validity of this general release under the ADEA, as amended; (6) any non-waiveable right to file a charge with the U.S. Equal Employment Opportunity Commission; or (7) any rights to indemnification pursuant to NII’s or any successor company’s Certificate of Incorporation, Delaware General Corporation Law or the Director and Officer Indemnification Agreement between the Parties dated as of June 26, 2015. The Parties acknowledge and agree If a government agency were to pursue any matters that are released herein, Employee agrees that this Agreement will control as the exclusive remedy and full settlement of all such claims by Employee for money damages. Employee hereby acknowledges and agrees that this release is a general release and it is to be broadly construed as a release that by Employee of all claims; provided that notwithstanding the foregoingsigning this Agreement, this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in signing and agreeing to this Agreementrelease.

Appears in 1 contract

Sources: Separation and Release Agreement (Nii Holdings Inc)

Complete Release. (a) In consideration of the payments and benefits received hereunder, Employee hereby knowingly agrees to release and voluntarily releases and forever discharges PRA, any related companies, and the former and current employees, officers, agents, directors, shareholders, investors, attorneys, affiliates, successors and assigns of any of them (the “Released Parties”) from waive all liabilities, claims, demands, rights of action or causes of action Employee had, has or claims he may have against the Company. Employee's release includes all claims that are related to (i) Employee's employment with the Company; (ii) the voluntary or involuntary separation from that employment; (iii) the design or administration of any employee benefit program; (iv) any rights Employee has to severance or similar benefits under any program, policy or procedure of the Released Parties through Company other than the date payments recited in Section 2 or 3 of this Agreement is executed Release; (v) any rights Employee may have to the continued receipt of benefits, other than as recited in Sections 2 and 3 of this Release; and (vi) any other claims or demands Employee may have which arise under any contract or law or on any other basis, including, but not limited to, any claims or demands based upon under any severance plan or relating to Employee’s employment with PRA, the cessation of that employment, and the terms and conditions of the 's Employment Agreement, or any other agreement. The This release provided for does not give up Employee's rights to continued health insurance under this Paragraph 3 includes, but is not limited to, a release of COBRA as set forth above. (b) Employee also releases any rights or claims Employee he may have under the Americans with Disabilities Act, which prohibits employers from discriminating against any qualified individual with a disability; Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Age Discrimination in Employment Act of 1967Equal Pay Act, which prohibits paying men and women unequal pay for equal work; Older Workers' Benefit Protection Act, which prohibits discrimination on the basis of agein employee benefits; the Americans with Disabilities Act, as amendedstate laws, which prohibits prohibit discrimination against otherwise qualified disabled individualsin employment based on, inter alia, race, color, religion, age, national origin, handicap, sex, or ancestry; the Family and Medical Leave Act; or any other federal, state or local laws or regulations involving prohibiting employment discrimination, restricting an employer's right to terminate employees, or otherwise regulating employment. This release also includes, but is not limited to, a release by Employee of ; any claims against the Released Parties for wrongful discharge, breach of contractdischarge and all claims for alleged physical or personal injury, or emotional distress; any other statutory, common claims under the Worker Adjustment and Retraining Act or any similar law, tortwhich requires, contractamong other things, that advance notice be given of certain work force reductions; and all claims under the Employee Retirement Income Security Act, such as claims relating to pension or negligence claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executedhealth plan benefits. This release covers both claims that Employee knows about and those claims he may not know about about. Employee expressly waives all rights affordwolffed him by any statute that occurred prior limits the effect of a release with respect to unknown claims to the execution of this Agreementmaximum extent such statutes permit such waiver. This release does not include, however, a release and waiver by the Employee is on behalf of rights, the Employee and his spouse (if any, to payment of vested benefits under the PRA’s ERISA employee benefit plans ) and child or the right, children (if any), to continuation in the PRA’s medical plans as provided by COBRA. The Parties acknowledge heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and agree that this is a general release and it is to be broadly construed as a release by Employee of all claims; provided that notwithstanding the foregoing, this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreementassigns.

Appears in 1 contract

Sources: Release and Waiver of Employment Claims (Danielson Holding Corp)

Complete Release. Employee In consideration for and expressly conditioned on the receipt of payment of the Severance Payment, ▇▇▇▇▇ hereby knowingly and voluntarily releases and forever discharges PRAthe Company, any related companies, and together with the former and current employees, officerspartners, agents, directors, shareholdersofficers, investorscontractors, attorneys, affiliates, successors insurers and assigns attorneys of any of them them, (the “Released Parties”"Releasees") from any and all liabilities, claims, claims or demands, rights of action whether known or causes of action Employee hadunknown, has and whether asserted on an individual or class basis, which ▇▇▇▇▇ has, may have, or may claim to have against any of them. This complete release of all claims includes but is not limited to a complete release of any claims (including claims for attorneys' fees) ▇▇▇▇▇ has, may have, or may claim to have based on ▇▇▇▇▇'▇ employment with Company or separation from that employment, as well as any claims arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (including negligence by the Released Parties through Company or anyone else), and any federal, state or other governmental statute, regulation or ordinance relating to employment, employment discrimination, or the date this Agreement is executed payment of wages or benefits including, but not limited to, any claims or demands based upon or those relating to Employee’s qui tam, employment with PRAdiscrimination, the cessation termination of that employment, payment of wages or provision of benefits, housing costs, costs relating to relocation and the terms and conditions purchase or sale of the Employment Agreement. The release provided for under this Paragraph 3 includeshousing, but is not limited to, a release of any rights or claims Employee may have under Title VII of the Civil Rights Act of 1964, 1964 as amended, which prohibits discrimination the Civil Rights Act of 1991, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in employment based on raceEmployment Act, colorthe Older Workers Benefit Protection Act ("OWBPA"), national originthe Worker Adjustment and Retraining Notification Act, religion the Consolidated Omnibus Budget Reconciliation Act, and the Occupational Safety and Health Act and/or their state law or sex; local law equivalents. ▇▇▇▇▇ specifically waives any entitlement to any bonus, equity plan or other compensation not specifically set forth in this Separation Agreement. ▇▇▇▇▇ represents that he has not assigned to any other person any of such claims and that ▇▇▇▇▇ has the full right to grant this release. Notwithstanding any other provision herein, ▇▇▇▇▇ is not waiving any claims that may arise under the Age Discrimination in Employment Act of 1967, which prohibits discrimination after this Separation Agreement is executed or any future claims based on the basis of age; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Act; or any other federal, state or local laws or regulations involving employmentprovisions set forth in this Separation Agreement. This release also includesSeparation Agreement shall not modify, but is not limited to, a release by Employee expand or reduce any obligation of the Company to indemnify ▇▇▇▇▇ from any claims against the Released Parties for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against any arising out of the Released Parties through performance of ▇▇▇▇▇'▇ services as an employee or officer of the date Company as provided by applicable law and in accordance with the Company's by-laws. Nothing herein is intended to expand, reduce or limit the Company's obligations to provide the benefit of insurance coverage maintained by the Company (including D&O coverage) for ▇▇▇▇▇ in connection with claims based on actions or omissions of ▇▇▇▇▇ during the period of ▇▇▇▇▇'▇ employment with the Company. Excluded from this Agreement is executed. This release covers both are a) any claims that Employee knows about and those claims he may not know about that occurred prior to arising under the execution terms of this Agreement. This release does not include, however, a release of rights, if any, to payment of vested benefits under the PRA’s ERISA employee benefit plans or the right, if any, to continuation in the PRA’s medical plans as provided by COBRA. The Parties acknowledge ; and agree b) any claims that this is a general release and it is to be broadly construed as a release by Employee of all claims; provided that notwithstanding the foregoing, this Agreement shall may not be construed to prohibit the exercise of any rights waived by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreementlaw.

Appears in 1 contract

Sources: Separation Agreement (Flextronics International Ltd.)

Complete Release. Employee hereby knowingly and voluntarily releases and forever discharges PRAunderstands that all or part of his/her job duties may be assigned to another person or persons who are less than forty years old or younger than Employee. Employee agrees to release the Company, any company that is or was directly or indirectly the parent or subsidiary of, related companiesto or affiliated with the Company, any Company benefit plans and the former and current employees, officersadministrators, fiduciaries, agents, directors, shareholders, investors, attorneys, affiliates, successors officers and assigns directors of any of them them, and any predecessors, successors or assigns (the “Released Parties”) ), from all liabilities, claims, demands, rights of action or causes of action Employee had, has or may have against any of the Released Parties through the date this Agreement is executed including, but not limited to, any claims or demands based upon Employee may have arising out of or relating to /s/ TW (Initial) Employee’s 's employment with PRA, the cessation Company or the termination of that employment, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 This includes, but is not limited to, a release of any rights or claims Employee may have under the Age Discrimination in Employment Act of 1967, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Age Discrimination in Employment Act of 1967Equal Pay Act, which prohibits discrimination on the basis of agepaying men and women unequal pay for equal work; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Act; Employee Retirement Income Security Act of 1974 or any other federal, state or local laws laws, regulations or regulations involving employmentorders. This release also includes, but is not limited to, a release by Employee of any contractual or tort claims against the Released Parties or other claims arising under common law including, but not limited to, any claims for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executed. This release covers both claims that Employee knows about and those claims he he/she may not know about that occurred prior to about. This release, however, does not preclude Employee from enforcing the execution terms of this Agreement. This release does not include, however, include a release of rights, if any, to payment of vested any pension or any other benefits for which Employee may be eligible under the PRA’s ERISA employee terms of applicable Company benefit plans or the right, if any, to continuation in the PRA’s medical plans as provided by COBRA. The Parties acknowledge and agree that this is a general release and it is to be broadly construed as a release by Employee of all claims; provided that notwithstanding the foregoing, this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreementplans.

Appears in 1 contract

Sources: Early Retirement Agreement (Vectrus, Inc.)

Complete Release. In exchange for the consideration set forth herein, Employee hereby knowingly and voluntarily releases and forever discharges PRA, NII and any related companies, and the including, without limitation, their affiliates, former and current employees, officers, agents, directors, shareholders, investors, attorneys, affiliates, successors and assigns of or any of them (the “Released Parties”) from all liabilities, claims, demands, rights of action or causes of action Employee had, has or may have against any of the Released Parties through the date this Agreement is executed includingParties, including but not limited to, to any claims or demands based upon or relating to Employee’s employment with PRA, NII or the cessation termination of that employment, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 includes, This includes but is not limited to, to a release of any rights or claims Employee may have under Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Age Discrimination in Employment Act of 1967, the (“ADEA”) which prohibits age discrimination on the basis of agein employment; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Virginia Human Rights Act, which is a state statue prohibiting, among other things, employment discrimination; the Fairfax County Human Rights Ordinance, which is a local ordinance prohibiting, among other things, employment discrimination; or any other federal, state or local laws or regulations involving employmentprohibiting employment discrimination. This release also includes, includes but is not limited to, to a release by Employee of any claims against the Released Parties for wrongful discharge, breach of contract, under the Severance Plan, or any other statutory, common law, tort, contract, tort or negligence contract claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executedParties. This release covers both claims that Employee knows about and those claims he that Employee may not know about that occurred prior about. Notwithstanding the foregoing, neither party is releasing any right to the execution of enforce this Agreement. This release , and Employee is not releasing: (1) any vested qualified retirement benefits under NII’s ERISA plan (although it does not include, however, include a release of rights, if any, all claims to payment of vested benefits under the PRA’s ERISA employee benefit plans or Severance Plan); (2) the right, if any, right to continuation in the PRANII’s medical plans as provided by COBRA; (3) any claims for unemployment compensation or workers compensation benefits or other rights that may not be released as a matter of law; (4) any claims solely relating the validity of this general release under the ADEA, as amended; (5) any non-waiveable right to file a charge with the U.S. Equal Employment Opportunity Commission; or (6) any rights to indemnification pursuant to NII’s or any successor company’s Certificate of Incorporation, Delaware General Corporation Law or the Director and Officer Indemnification Agreement between the Parties. The Parties acknowledge and agree If a government agency were to pursue any matters that are released herein, Employee agrees that this Agreement will control as the exclusive remedy and full settlement of all such claims by Employee for money damages. Employee hereby acknowledges and agrees that this release is a general release and it is to be broadly construed as a release that by Employee of all claims; provided that notwithstanding the foregoingsigning this Agreement, this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in signing and agreeing to this Agreementrelease.

Appears in 1 contract

Sources: Separation and Release Agreement (Nii Holdings Inc)

Complete Release. Employee hereby knowingly and voluntarily releases and forever discharges PRAthe Company, any related companies, and the former and current employees, officers, agents, directors, shareholders, investors, attorneys, affiliates, successors and assigns of any of them (the “Released Parties”) from all liabilities, claims, demands, rights of action or causes of action Employee had, has or may have against any of the Released Parties through the date this Agreement is executed includingParties, including but not limited to, any claims or demands based upon or relating to Employee’s employment with PRA, the Company or the cessation of that employment, and the terms and conditions of the Employment Agreement. The release provided for under this Paragraph 3 This includes, but is not limited to, a release of any rights or claims Employee may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964, as amendedthe Equal Pay Act, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Age Discrimination in Employment Act of 1967, which prohibits discrimination on the basis of age; the Americans with Disabilities Act, as amended, which prohibits discrimination against otherwise qualified disabled individuals; the Family and Medical Leave Act; , or any other federal, state or local laws or regulations involving employmentprohibiting employment discrimination or retaliation. This release also includes, but is not limited to, a release by Employee of any claims against the Released Parties for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, or negligence claim that Employee had, has or may have against any of the Released Parties through the date this Agreement is executedParties. This release covers both claims that Employee knows about and those claims he Employee may not know about about. Employee further acknowledges that occurred prior to Employee has received compensation for all hours worked in accordance with applicable state and federal laws. Neither this Section, nor any other Section in this Agreement or the execution of this Employment Agreement. This release does not include, however, a release of rightswaives or releases (i) Employee’s right, if any, to payment of vested qualified retirement benefits under the PRACompany’s ERISA employee benefit plans or plans; (ii) the right, if any, to continuation in the PRACompany’s medical plans as provided by COBRA; (iii) the right to bring any claims under the ADEA which arise after the date that Employee executes this Agreement, provided, however, that Employee acknowledges that the decision to cease Employee’s employment with the Company occurred prior to Employee’s execution of this Agreement; (iv) Employee’s eligibility, if any, for indemnification and/or advancement of expenses in accordance with any applicable Company Bylaws, if any; (v) Employee’s rights, if any, to coverage under directors’ and officers’ liability insurance policy or policies of the Company and its subsidiaries and affiliates; or (vi) Employee’s rights under this Agreement. The Parties acknowledge and agree that Nothing in this is Section 5, nor any other provision of this Agreement, waives or affects Employee’s right to file a general release and it is charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”) or to be broadly construed provide information to, or participate as a release witness in, an investigation undertaken or a proceeding initiated by the EEOC. However, Employee waives Employee’s right to monetary or other recovery, including attorney’s fees, should Employee or any federal, state or local administrative agency pursue any claims on Employee’s behalf arising out of all claims; provided that notwithstanding Employee’s employment or the conclusion of Employee’s employment with the Company. Notwithstanding the foregoing, the parties agree that nothing in this Agreement shall not be construed to prohibit the exercise of any rights by either party that such party may not waive or release as a matter of law or under applicable public policy. Employee further acknowledges and agrees that he has been paid and/or received all compensation, commissions, wages, bonuses and/or benefits to which he is entitled except as provided for in this Agreementlaw.

Appears in 1 contract

Sources: Executive Employment Agreement (Lumber Liquidators Holdings, Inc.)