Employee and Employer expressly understand and agree that Employer may at its sole discretion assign this Agreement and transfer Employee’s employment to another Related Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date, and no such assignment and transfer shall be deemed to be a termination of employment for purposes of Section 3, or grounds for termination for Employee Cause; provided, however, that, effective with such assignment and transfer, all of Employer’s obligations hereunder shall be unchanged, assumed by, and be binding upon, and all of Employer’s rights hereunder shall be assigned to, such Subsequent Employer and the defined term “Employer” as used herein shall thereafter refer to such Subsequent Employer. Employee expressly consents to such assignment and transfer. Except for Employee’s title, as applicable, and as otherwise provided in this Section 5.1, all of the terms and conditions of this Agreement, including without limitation, Employee’s rights and obligations, shall remain in full force and effect following any such assignment and transfer of employment.
Employee and Employer expressly acknowledge that the entire agreement is contained in this Settlement Agreement and Release and no representations, promises, or inducements have been made by or to Employee other than as appear in this Settlement Agreement and Release. The parties understand and agree that this Settlement Agreement and Release may not be changed orally. This Settlement Agreement and Release supersedes all prior agreements and understandings concerning the subject matter hereof, including, but not limited to, Employee’s employment with Employer.
Employee and Employer. Any claim that Employee may have against Employer shall not constitute a defense to enforcement by Employer of this Agreement.
Employee and Employer. If Employee and Employer are unable to agree upon a single firm to make such determination, Employee and Employer shall each select one firm and the firms selected shall appoint a third firm to make the determination. The fees and expenses of any firm mutually agreed upon by Employee and Employer shall be borne by Employer. The fees and expenses of firms selected by Employee and Employer if no agreement is reached shall be borne by the party selecting such firm, with the fees and expenses of the third firm selected being shared equally by Employee and Employer. The determination of the accounting firm or firms shall be conclusive and binding on Employer and Employee.
Employee and Employer agree that they shall keep the terms of this Agreement entirely confidential, except as and to the extent required to be disclosed by applicable law, code or regulation.
Employee and Employer acknowledge that they have read this entire Agreement and that they understand the nature of the foregoing restrictions, and that the parties are signing this Agreement willingly and without duress.
Employee and Employer acknowledge and agree that Employer has expended substantial amounts of time, money and effort to develop business strategies, customer relationships, employee relationships, trade secrets and goodwill and to build an effective organization and that Employer has a legitimate business interest and right in protecting those assets as well as any similar assets that Employer may develop or obtain. Employee and Employer acknowledge that Employer is entitled to protect and preserve the going concern value of Employer and its business and trade secrets to the extent permitted by law. Employee acknowledges and agrees the restrictions imposed upon Employee under this Agreement are reasonable and necessary for the protection of Employer’s legitimate interests, including Employer’s Confidential Information, intellectual property, trade secrets and goodwill. Employee and Employer acknowledge that Employer is engaged in a highly competitive business, that Employee is expected to serve a key role with Employer, that Employee will have access to Employer’s Confidential Information, that Employer’s business and customers and prospective customers are located around the world, and that Employee could compete with Employer from virtually any location in the world. Employee acknowledges and agrees that the restrictions set forth in this Agreement do not impose any substantial hardship on Employee and that Employee will reasonably be able to earn a livelihood without violating any provision of this Agreement. Employee acknowledges and agrees that, in addition to Employer’s agreement to hire him, part of the consideration for the restrictions in this Section 1 consists of Employer’s agreement to make severance payments as set forth in the separate Employment Agreement between Employer and Employee.
Employee and Employer acknowledge and understand this is a legal contract and that they each sign this Release knowingly, freely and voluntarily and have not been threatened, coerced or intimidated into making the same. Employee and Employer acknowledge that they have had ample and reasonable time to consider this Release and the effects and import of it and that they have fully dwelt on it in their minds and have had such counsel and advice, legal or otherwise, as they desire in order to make this Release. EMPLOYEE AND EMPLOYER, BY SIGNING TIHS RELEASE AGREEMENT, ACKNOWLEDGE IT CONTAINS A RELEASE OF KNOWN AND UNKNOWN CLAIMS. Employee and Employer have read and fully considered this Release and understand and desire to enter into it. The terms of this Release were derived through mutual compromise and are fully understood. Employee acknowledges that Employee has been offered at least 21 days to consider the impact of this Release and its release of Employee’s rights to bring suit against the Employer Released Parties and after due consideration has decided to enter into this Release at this time. Employee further understands that Employee may revoke this Release for a period of up to seven (7) days following signature and execution of the same. This Release will not become effective and enforceable until such seven-day period has passed without revocation of this Release by the Employee. Any revocation within this period must be signed and submitted in writing to the undersigned representative of Employer and must state, “I hereby revoke my acceptance of the Agreement.” Employee understands that if Employee revokes this Agreement, Employee is not entitled to receive the consideration provided by this Release.
Employee and Employer agree that upon the execution of this Agreement, Employer shall give the Employee the following: - the sum of $25,000 which constitutes a compromise and settlement of Employee's disputed claim for wages due under the parties' employment contract; - the sum of $25,000 which constitutes a compromise and settlement of various disputed personal injury claims, including emotional distress, that Plaintiff has raised or threatened to raise; - payment for all outstanding expense reports submitted by Employee as of the date of the execution of this Agreement; - forgiveness of the loan it made to Employee in the amount of $25,000 The payment of the above sums, the forgiveness of the loan, and the payment of Employee's expenses shall constitute full and final settlement of the parties' employment relationship and shall terminate all obligations that Employer may have had under the parties' Employment Agreement or otherwise under Tennessee or federal law.
Employee and Employer acknowledge and agree that each will remain bound to the non-disparagement provisions in Section 15 of the Employment Agreement for two (2) years following the Departure Date.
