Common use of Executive’s Release Clause in Contracts

Executive’s Release. (i) In exchange for the consideration described in Sections 2, 3 and 4 above, Executive hereby forever releases and discharges the Company and its parents, affiliates, successors, and assigns, as well as each of its past and present officers, directors, employees, agents, attorneys, and shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation from, the Company, or otherwise relating to any of the Company Released Parties from the beginning of time to the Effective Date (the “Executive’s Release”). Executive’s Release specifically extends to, without limitation, any and all claims or causes of action for wrongful termination, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Act, the Family and Medical Leave Act, as amended, and the California Family Rights Act, as amended, the California Fair Employment and Housing Act, as amended and California Labor Code Section 1400 et seq.; provided, however, that this Release does not waive, release or otherwise discharge any claim or cause of action arising from a breach by the Company of this Agreement or that cannot legally be waived, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits, unemployment benefits and any claims for indemnification under applicable law or the Indemnification Agreement (defined in Section 12, below).

Executive’s Release. (i) In exchange for the consideration described in Sections 2, 3 and 4 Section 2.a. above, Executive hereby forever releases and discharges the Company and its parents, affiliates, successors, and assigns, as well as each of its past and present officers, directors, employees, agents, attorneys, and shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation termination from, the Company, or otherwise relating to any of the Company Released Parties from the beginning of time to the Effective Date of this Agreement (the “Executive’s Release”). Executive’s Release specifically extends to, without limitation, any and all claims or causes of action for wrongful termination, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), as amended, the Older Workers Benefit Protection Act, as amended (the “OWBPA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Act, the Family and Medical Leave Act, as amended, and the California Family Arizona Civil Rights Act, as amended, the California Fair Employment and Housing Act, as amended and California Labor Code Section 1400 et seq.; provided, however, that this Executive’s Release does not waive, release release, or otherwise discharge discharge: (A) any claim or cause of action arising from a breach by the Company of this Agreement or that cannot legally be waived; (B) any claim or cause of action to enforce Executive’s rights under this Agreement or the Employment Agreement; (C) any claim or cause of action for indemnification pursuant to any applicable indemnification agreement, includingany D&O insurance policy applicable to Executive and/or the Company’s certificates of incorporation, but not limited to, charter and by-laws or any claim for unpaid wages, workers’ compensation benefits, unemployment contribution or (D) any rights to Executive’s vested benefits under any health and any claims for indemnification under applicable law welfare plans or other employee benefit plans or programs sponsored by the Indemnification Agreement (defined in Section 12, below)Company.

Executive’s Release. (ia) In exchange for Executive acknowledges that the consideration described payments under paragraph 6(a) of the Employment Agreement are in Sections 2excess of what he would otherwise be entitled to receive, 3 and 4 abovehereby releases, on behalf of himself and his dependents, heirs, administrators, agents, executors, successors and assigns ("Executive hereby forever releases and discharges Releasees"), the Company and each of the its parentssubsidiaries, their affiliates, successors, officers and assigns, as well as each of its past and present officers, directors, employees, agents, attorneys, and shareholders directors (collectively, the “"Company Released Parties”), Releasees") from and against any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages, expenses and liabilities, whether now known or unknown, suspected or unsuspected, that Executive had, which he now has, has or may hereafter claim to later have against the Company Released Parties Releasees arising out of of, or relating in to, his employment with the Company or any way to Executive’s employment withaffiliate, or resignation fromthe termination thereof, the Company, on or otherwise relating to any of the Company Released Parties from the beginning of time prior to the Effective Date (the “Executive’s Release”a "Released Claim"). Executive’s Release specifically extends to, including, without limitation, any and all claims or causes under Title VII of action for wrongful termination, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”)Civil Rights Act of 1991, the Rehabilitation Act of 1973Reconstruction Era Civil Rights Act, as amended, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Act, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)amended, the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Xxxxxxxx-Xxxxx Fair Labor Standards Act, the Xxxx-Xxxxx ActUnited States Constitution, the Family Constitution of the State of New Jersey and/or any and Medical Leave Actall other local, as amendedstate or federal statute, law, order, rule, regulation or ordinance (including but not limited to labor, employment, benefit or wage matters), and/or any and all contract or tort claims. Anything to the California Family Rights Actcontrary notwithstanding in the Employment Agreement or this Agreement and Release, as amendednothing herein shall release any Company Releasee from any claims or damages based on (i) any right Executive may have to enforce this Agreement and Release or the Employment Agreement, (ii) any right or claim that arises after the California Fair Employment and Housing ActEffective Date, as amended and California Labor Code Section 1400 et seq.; provided, however, that this Release does not waive, release or otherwise discharge (iii) any claim or cause of action arising from a breach by the Company of this Agreement or that cannot legally be waivedwaived by law, including, but not limited to, any claim right to file for unpaid wagesunemployment insurance, workers’ compensation benefits(iv) any right Executive may have to benefits or entitlements under any applicable plan, unemployment benefits and any claims agreement, program, award, policy or arrangement of the Company, (v) Executive's eligibility for indemnification under in accordance with applicable law laws or the Indemnification Agreement certificate of incorporation or by-laws of the Company or any affiliate or any applicable insurance policy, with respect to any liability Executive incurs or incurred as an employee or officer (defined or as a director, if applicable) of the Company or any affiliate or (vi) any right Executive may have to obtain contribution as permitted by law in Section 12, below)the event of entry of judgment against Executive as a result of any act or failure to act for which Executive and the Company are jointly liable.

Executive’s Release. (i) In exchange Except for the rights created in this Agreement and Executive’s rights, interests, and remedies under the Surviving Agreements, in consideration described for the Company’s payment of the Separation Benefits and other valuable consideration specified in Sections 2this Agreement, 3 Executive, on behalf of himself, his heirs, executors, insurers, successors and 4 aboveassigns and all persons or entities acting by, Executive hereby through, under or in concert with any of them, irrevocably and unconditionally releases, waives, and forever releases and discharges the Company and all of its parents, divisions, subsidiaries, affiliates, successorsand related companies, and assignstheir present and former agents, as well as each of its past and present employees, officers, directors, employees, agents, attorneys, stockholders, plan fiduciaries, successors and shareholders assigns (collectively, the “Company Released Parties”), from any and all claims, chargesdemands, complaints, liens, demandsactions, causes of action, obligationscosts, damagesattorney fees, and liabilitiesall liability whatsoever, whether known or unknown, suspected fixed or unsuspectedcontingent, that which Executive has, had, now has, or may hereafter claim to ever have against the Company Released Parties relating to or arising out of or relating in any way to Executive’s employment with, or resignation from, separation from employment with the Company, or otherwise relating to any of the Company Released Parties from the beginning of time and up to and including the Effective Date (the “Executive’s Release”)date Executive executes this Agreement. Executive’s Release specifically extends toThis Agreement includes, without limitation, any and all (i) law or equity claims; (ii) contract (express or implied) or tort claims; (iii) claims or causes of action for wrongful terminationdischarge, breach retaliatory discharge, whistle blowing, libel, slander, defamation, unpaid compensation, intentional infliction of an express emotional distress, fraud, public policy contract or tort, and implied contract, breach of the covenant of good faith and fair dealing; (iv) claims arising under any federal, breach state, or local laws of fiduciary dutyany jurisdiction that prohibit age, fraudsex, misrepresentationrace, defamationnational origin, slander, infliction of emotional distresscolor, disability, loss of future earningsreligion, and any claims under any applicable stateveteran, federalmilitary status, sexual orientation, or local statutes and regulationsany other form of discrimination, harassment, or retaliation (including, but not limited towithout limitation, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act (“ADA”), the ADA Amendments Act of 2008, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1964, as amended1991, the Equal Pay Act Civil Rights Acts of 19631866 and/or 1871, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”)42 U.S.C. Section 1981, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Act, the Family and Medical Leave Act, as amendedthe Xxxxxxxx-Xxxxx Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Xxxxx Xxxxxxxxx Fair Pay Act, the Texas Commission on Human Rights Act (and any similarly named statute in the Texas Labor Code), or any other federal, state, or local laws of any jurisdiction), (v) claims arising under the Employee Retirement Income Security Act, and (vi) any other statutory or common law claims related to Executive’s employment with the California Family Rights ActCompany or the separation of Executive’s employment with the Company. Additionally, as amended, the California Fair Employment and Housing Act, as amended and California Labor Code Section 1400 et seq.; provided, however, that this Release Agreement paragraph 2 does not waive, affect or release or otherwise discharge any claim or cause of action arising from a breach by Executive’s entitlement to the Company of this Agreement or that cannot legally be waived, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits, unemployment benefits and any claims for indemnification under applicable law or funds contained in Executive’s 401K Plan with the Indemnification Agreement (defined in Section 12, below)Company.

Executive’s Release. (i) In exchange for the consideration described in Sections 22 and 3 above and other terms, 3 representations, waivers and 4 abovereleases in this Agreement, Executive hereby forever releases and discharges the Company and its parents, affiliates, successors, and assigns, as well as each of its past and present officers, directors, employees, agents, attorneys, and shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation from, the Company, or otherwise relating to any of the Company Released Parties from the beginning of time to the Effective Date (the “Executive’s Release”). Executive’s Release specifically extends to, without limitation, any and all claims or causes of action for wrongful termination, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), as amended, the Older Workers Benefit Protection Act, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Xxxxxxxx-Xxxxx Act, the XxxxSxxxxxxx-Xxxxx Act, the Family and Medical Leave Act, as amended, and the California Family Rights Act, as amended, the California Fair Employment and Housing Act, as amended and California Labor Code Section 1400 et seq.; provided, however, that this Release does not waive, release or otherwise discharge any claim or cause of action arising from a breach by the Company of this Agreement or that cannot legally be waived, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits, unemployment benefits and any claims for indemnification under applicable law or the Indemnification Agreement (defined in Section 12, below)law.

Executive’s Release. (i) In exchange for the consideration described in Sections 2, 3 2 and 4 3. above, Executive hereby forever releases and discharges the Company and its parents, affiliates, successors, and assigns, as well as each of its past and present officers, directors, employees, agents, attorneys, and shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation from, the Company, or otherwise relating to any of the Company Released Parties from the beginning of time to the Effective Date (the “Executive’s Release”). Executive’s Release specifically extends to, without limitation, any and all claims or causes of action for wrongful termination, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Act, the Family and Medical Leave Act, as amended, and the California Family Rights Act, as amended, the California Fair Employment and Housing Act, as amended and California Labor Code Section 1400 et seq.; provided, however, that this Release does not waive, release or otherwise discharge any claim or cause of action arising from a breach by the Company of this Agreement or that cannot legally be waived, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits, unemployment benefits and any claims for indemnification under applicable law or the Indemnification Agreement (defined in Section 12, below)law.

Executive’s Release. (i) In exchange for the consideration described in Sections 2, 2 and 3 and 4 above, Executive hereby forever releases and discharges the Company and its parents, affiliates, successors, and assigns, as well as each of its past and present officers, directors, employees, agents, attorneys, and shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation from, the Company, or otherwise relating to any of the Company Released Parties from the beginning of time to the Effective Date (the “Executive’s Release”). Executive’s Release specifically extends to, without limitation, any and all claims or causes of action for wrongful termination, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Act, the Family and Medical Leave Act, as amended, and the California Family Rights Act, as amended, the California Fair Employment and Housing Act, as amended and California Labor Code Section 1400 et seq.; provided, however, that this Release does not waive, release or otherwise discharge any claim or cause of action arising from a breach by the Company of this Agreement or that cannot legally be waived, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits, unemployment benefits and any claims for indemnification under applicable law or the Indemnification Agreement (defined in Section 1210, below).