Common use of General Release and Waiver Clause in Contracts

General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxx X. Xxxxxxxx (the “Executive”) pursuant to the Employment Agreement, dated as of November 1, 2007, by and between Xxxxxxx Transmission, Inc. (the “Company”) and the Executive (the “Employment Agreement”), and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx (the “Release”) the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other advisors of the Executive’s choice prior to executing this Release, and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s termination; or (ii) rights to indemnification or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law. This Release is subject to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed by both parties. Date Xxxxx X. Xxxxxxxx Date Xxxxxxx Transmission, Inc.

Appears in 1 contract

Samples: Employment Agreement (Allison Transmission Holdings Inc)

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General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxx X. Xxxxxxxx (the “Executive”) pursuant to the Employment Agreement, dated as of November 1December __, 20072016, by and between Xxxxxxx Transmission, Inc. (the “Company”) and the Executive (the “Employment Agreement”), and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx (the “Release”) the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law. * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other advisors of the Executive’s choice prior to executing this Release, and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s termination; or (ii) rights to indemnification or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law. This Release is subject to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed by both parties. Date Xxxxx X. Xxxxxxxx Date Xxxxxxx Transmission, Inc.Xxxxxxxx

Appears in 1 contract

Samples: Employment Agreement (Allison Transmission Holdings Inc)

General Release and Waiver. For 1. This document is attached to, is incorporated into, and in consideration of the payments forms a part of, a Separation and other benefits due to Xxxxx X. Xxxxxxxx Settlement Agreement and General Release dated October 5, 2006 (the “ExecutiveAgreement”) pursuant to the Employment Agreement, dated as of November 1, 2007, by and between Xxxxxxx TransmissionXxxxxx Capital Group, Inc. and Xxxx Xxxxxx Bank (collectively, the “Company”) and the Executive Xxxxxx X. Xxxxxxx (the “Employment AgreementEmployee”). Except for (i) a Claim based upon a breach of the Agreement, (ii) a Claim which is expressly preserved by the Agreement, or (iii) a Claim duly filed pursuant to the group welfare and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx (the “Release”) retirement plans of the Company, or any the Employee, on behalf of its divisionshimself and the other Employee Releasors, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys releases and fiduciaries, past, present forever discharges the Company and future (the “Released Parties”) other Company Releasees from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, Claims which the Executive Employee now has or may claims, or might hereafter have against the Released Partiesor claim, whether known or unknown unknown, suspected or unsuspected (or the other Employee Releasors may have, to the Executiveextent that it is derived from a Claim which the Employee may have), by reason against the Company Releasees based upon or arising out of facts which have occurred on any matter or prior thing whatsoever, from the beginning of time to the date that the Executive has signed affixed beneath Employee’s signature on this Release. Such released claims General Release and Waiver and shall include, without limitation, any and all claims relating Claims (other than those specifically excepted above) arising out of or related to the foregoing Letter Agreement dated March 20, 2002 and Claims arising under federal, state (or local laws pertaining alleged to employment, including, without limitation, the Age Discrimination in Employment Act, have arisen under) (a) Title VII of the Civil Rights Act of 1964, as amended; (b) The Civil Rights Act of 1991; (c) Section 1981 through 1988 of Title 42 of the United States Code, 42 U.S.C. Section 2000e et. seq.as amended; (d) the Employee Retirement Income Security Act of 1974, the as amended; (e) The Immigration Reform Control Act, as amended; (f) The Americans with Disabilities Act of 1990, as amended; (g) The National Labor Relations Act, as amended; (h) The Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities ; (i) The Occupational Safety and Health Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the ; (j) The Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., 1993; (k) any state antidiscrimination law; (l) any state wage and hour law; (m) any and all state or local laws regarding employment discrimination and/or federalother local, state or local laws federal law, regulation or ordinance; (n) any public policy, contract, tort, or common law; or (o) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters. Employee further represents that he has not, and never will, institute against the Company or any of the Company Releasees any action or other proceeding in any court, administrative agency, or other tribunal of the United States, any State thereof or any foreign jurisdiction, with respect to any Claim or cause of action of any type type, other than as provided under (i), (ii) or description regarding employment(iii) above, including but not limited to arising or which may have existed at any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other advisors of the Executive’s choice time prior to executing this Release, and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the effective date of the Executive’s termination; Agreement. If Employee does institute such a claim, he agrees to pay the reasonable costs incurred by the Company or (ii) rights to indemnification or liability insurance coverage the Executive may have under the by-laws any of the Company or applicable law. This Release is subject to Sections 11 Releasees in successfully defending such action, including reasonable attorneys’ fees, experts’ fees and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed by both parties. Date Xxxxx X. Xxxxxxxx Date Xxxxxxx Transmission, Inc.costs.

Appears in 1 contract

Samples: Separation and Settlement Agreement (Taylor Capital Group Inc)

General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxx X. Xxxxxxx X Xxxxxxxx (the “Executive”) pursuant to the Employment Agreementhereby releases, dated as of November 1remises and acquits HSBC Finance Corporation, 2007, by and between Xxxxxxx Transmissionformerly Household International, Inc. (the “Company”) and the Executive all of its affiliates, and their respective officers, directors, shareholders, members, partners, agents, executives, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Employment AgreementReleasees”), jointly and for other good severally, from any and valuable considerationall claims, known or unknown, which the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx (the “Release”) the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has assigns have or may have against any of the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred Releasees arising on or prior to the date that the Executive has signed of this Release. Such released claims include, without limitation, General Release and Waiver and any and all claims relating liability which any of the Releasees may have to the foregoing under federalExecutive, state whether denominated claims, demands, causes of action, obligations, damages or local laws pertaining to employmentliabilities arising from any and all bases, includinghowever, without limitationdenominated, including but not limited to, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq.(“ADEA”), the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.1990, the Family and Medical Leave Act of 19921993, 29 Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. Section 2601 et. seq.§ 1981, and any and all state or local laws regarding employment discrimination and/or other federal, state or local law and any workers’ compensation or disability claims under any such laws of or claims under any type or description regarding employmentcontract (including the Employment Agreement entered into by the Company and the Executive on November 14, including but not limited 2002 (as amended by the Amendment Agreement (as defined below)). This release relates to any claims arising from or derivative of and/or during the Executive’s employment relationship with the Affiliated EntitiesCompany and its affiliates or as a result of the termination of such relationship. The Executive further agrees that the Executive will not file or permit to be filed on the Executive’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this General Release and Waiver, as well as this release is not intended to interfere with the Executive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”) in connection with any claim he believes he may have against the Company or its affiliates. However, by executing this General Release and Waiver, the Executive hereby Waives the right to recover in any proceeding the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on the Executive’s behalf. In addition, this General Release and Waiver is not intended to interfere with the Executive’s right to challenge that his waiver of any and all such ADEA claims under state contract or tort law. The Executive has read pursuant to this General Release carefullyand Waiver is a knowing and voluntary waiver, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other advisors of notwithstanding the Executive’s choice prior specific representation that he has entered into this General Release and Waiver knowingly and voluntarily. This release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. This General Release and Waiver shall not apply to executing this Releaseany obligation of the Company or its affiliates pursuant to the Amendment to Employment Agreement, dated as of February 26, 2005 (the “Amendment Agreement”) between the Executive and the Executive fully understands that by signing below Company, any rights, pursuant to relevant constitutional documents of the Executive is voluntarily giving up any right Company and its affiliates, in the nature of indemnification which the Executive may have with respect to xxx or bring any other claims against the Released PartiesExecutive relating to or arising out of his employment with, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has or his serving as a period of seven (7) days after signing this Release within which to revoke his agreementdirector for, and that neither the Company nor and its affiliates, or any other * The Company may adjust the terms of this form release from time vested benefit to time, including, without limitation, to reflect any changes in applicable laws. person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or which the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s termination; or (ii) rights to indemnification or liability insurance coverage the Executive may have entitled under the by-laws any tax qualified pension plan of the Company or applicable law. This Release is subject its affiliates, COBRA continuation coverage benefits or any other similar benefits required to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed provided by both parties. Date Xxxxx X. Xxxxxxxx Date Xxxxxxx Transmission, Inc.statute.

Appears in 1 contract

Samples: Employment Agreement (HSBC Holdings PLC)

General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxx X. Xxxxxxxx (the “Executive”) pursuant to the Employment Agreement, dated as of November 1March , 20072014, by and between Xxxxxxx Transmission, Inc. (the “Company”) and the Executive (the “Employment Agreement”), and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx (the “Release”) the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other advisors of the Executive’s choice prior to executing this Release, and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s termination; or (ii) rights to indemnification or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law. This Release is subject to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed by both parties. Date Xxxxx X. Xxxxxxxx Date Xxxxxxx Transmission, Inc.

Appears in 1 contract

Samples: Employment Agreement (Allison Transmission Holdings Inc)

General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxx X. Xxxxxxxx 1. This document (the “ExecutiveRelease”) pursuant to the Employment Agreementis attached to, is incorporated into, and forms a part of, a Separation Agreement and General Release (“Release”), dated as of November 1January 4, 2007, 2018 (the “Agreement”) by and between Xxxxxxx TransmissionXxxxxxxx & Struggles International, Inc. (the “Company”) and the Executive Xxxxxxx X. Xxxxx (the “Employment AgreementExecutive”). Except for (i) a Claim (as defined below) based upon a breach of the Agreement, (ii) a Claim which is expressly preserved by the Agreement, (iii) a Claim duly filed pursuant to the group welfare and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx (the “Release”) retirement plans of the Company, or (iv) a Claim filed pursuant to any policy of its divisionsliability insurance or the Company’s By-Laws, affiliatesthe Executive, subsidiarieson behalf of himself and the other Executive Releasors (as defined below), parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys releases and fiduciaries, past, present forever discharges the Company and future the other Company Releasees (the “Released Parties”as defined below) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, Claims which the Executive now has or may claims, or might hereafter have against the Released Partiesor claim, whether known or unknown unknown, suspected or unsuspected (or the other Executive Releasors may have, to the Executiveextent that it is derived from a Claim which the Executive may have), by reason against the Company Releasees based upon or arising out of facts which have occurred on any matter or prior thing whatsoever, from the beginning of time to the date that affixed beneath the Executive has signed Executive’s signature on this Release. Such released claims General Release and Waiver and shall include, without limitation, any and all claims relating Claims (other than those specifically excepted above) arising out of or related to the foregoing Letter Agreement dated November 30, 2010, Claims arising out of or related to the Executive’s employment with or separation of employment from the Company, and Claims arising under federal, state (or local laws pertaining alleged to employment, including, without limitation, have arisen under) (a) the Age Discrimination in Employment ActAct of 1967, as amended; (b) Title VII of the Civil Rights Act of 1964, as amended; (c) The Civil Rights Act of 1991; (d) Section 1981 through 1988 of Title 42 of the United States Code, 42 U.S.C. Section 2000e et. seq.as amended; (e) the Employee Retirement Income Security Act of 1974, the Fair Labor Standards as amended; (f) The Immigration Reform Control Act, as amended, 29 U.S.C. Section 201 et. seq., the ; (g) The Americans with Disabilities Act of 1990, as amended; (h) The National Labor Relations Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights ; (i) The Occupational Safety and Health Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the ; (j) The Family and Medical Leave Act of 19921993, 29 U.S.C. Section 2601 et. seq., and as amended; (k) any and all state or local laws regarding employment anti-discrimination and/or federallaw; (l) any allegation of defamation, state intentional or local laws negligent infliction of emotional distress, workplace harassment or discrimination, retaliation, whistleblowing, invasion of privacy, violation of public policy, negligence or any other tort; (m) any allegation of a breach of any type or description regarding contract of employment, express or implied, or of a violation of any Company policy or procedure (including but not limited to any claims arising from or derivative the MSPP), of the Executive’s employment with provisions of the Affiliated EntitiesConstitution of the United States or the constitution of any state, as well as any and all such claims under state contract or tort law. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other advisors law, rule, regulation or ordinance pertaining to employment and/or the termination of the Executive’s choice prior to executing this Release, and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring employment; and/or (n) any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period statutory or common law cause of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s terminationaction; or (iio) rights to indemnification any allegation for costs, fees, or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law. This Release is subject to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except other expenses including attorneys’ fees incurred in a writing signed by both parties. Date Xxxxx X. Xxxxxxxx Date Xxxxxxx Transmission, Inc.these matters.

Appears in 1 contract

Samples: Separation Agreement and General Release (Heidrick & Struggles International Inc)

General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxx X. Xxxxxxxx 1. This document (the “ExecutiveRelease”) pursuant to the Employment Agreementis attached to, is incorporated into, and forms a part of, a Transition and Separation Agreement and General Release, dated as of November 1April , 2007, 2008 (the “Agreement”) by and between Xxxxxxx TransmissionXxxxxxxx & Struggles International, Inc. (the “Company”) and the Executive Xxxxxx Xxxxxxxx (the “Employment AgreementExecutive”). Except for (i) a Claim (as defined below) based upon a breach of the Agreement, (ii) a Claim which is expressly preserved by the Agreement, (iii) a Claim duly filed pursuant to the group welfare and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx (the “Release”) retirement plans of the Company, or (iv) a Claim filed pursuant to any policy of its divisionsliability insurance or the Company’s By-Laws, affiliatesthe Executive, subsidiarieson behalf of herself and the other Executive Releasors (as defined below), parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys releases and fiduciaries, past, present forever discharges the Company and future the other Company Releasees (the “Released Parties”as defined below) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, Claims which the Executive now has or may claims, or might hereafter have against the Released Partiesor claim, whether known or unknown unknown, suspected or unsuspected (or the other Executive Releasors may have, to the Executiveextent that it is derived from a Claim which the Executive may have), by reason against the Company Releasees based upon or arising out of facts which have occurred on any matter or prior thing whatsoever, from the beginning of time to the date that affixed beneath the Executive has signed Executive’s signature on this Release. Such released claims General Release and Waiver and shall include, without limitation, any and all claims relating Claims (other than those specifically excepted above) arising out of or related to the foregoing Letter Agreement dated June 1, 2004, as amended April 8, 2005, March 27, 2006 and April 13, 2007, and Claims arising under federal, state (or local laws pertaining alleged to employment, including, without limitation, have arisen under) (a) the Age Discrimination in Employment ActAct of 1967, as amended; (b) Title VII of the Civil Rights Act of 1964, as amended; (c) The Civil Rights Act of 1991; (d) Section 1981 through 1988 of Title 42 of the United States Code, 42 U.S.C. Section 2000e et. seq.as amended; (e) the Employee Retirement Income Security Act of 1974, the as amended; (f) The Immigration Reform Control Act, as amended; (g) The Americans with Disabilities Act of 1990, as amended; (h) The National Labor Relations Act, as amended; (i) The Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities ; (j) The Occupational Safety and Health Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the ; (k) The Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and 1993; (l) any and all state or local laws regarding employment anti-discrimination and/or federallaw; (m) any state wage and hour law; (n) any other local, state or local laws federal law, regulation or ordinance; (o) any public policy, contract, tort, or common law; or (p) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters. The Executive further represents that, except as set forth in the following sentence, the Executive has not, and never will, institute against the Company or any of the Company Releasees any action or other proceeding in any court, administrative agency, or other tribunal of the United States, any State thereof or any foreign jurisdiction, with respect to any Claim or cause of action of any type type, other than as provided under (i), (ii), (iii) or description regarding employment(iv) above, arising or which may have existed at any time prior to the effective date of the Agreement. Excluded from this covenant not to xxx are any claims that by law cannot be waived, including but not limited to any claims arising from or derivative of the right to participate in an investigation conducted by certain government agencies. The Executive is, however, waiving the Executive’s employment with right to any monetary recovery should any such agency (such as the Affiliated Entities, as well as Equal Employment Opportunity Commission) pursue any and all such claims under state contract or tort law. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other advisors of on the Executive’s choice prior to executing this Release, and behalf. If the Executive fully understands institutes a claim that is not permitted by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Partiesforegoing, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to pay the contrary, this Release shall not affect: (i) the Company’s obligations under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided reasonable costs incurred by the Affiliated Entities where the Executive’s compensation Company or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s termination; or (ii) rights to indemnification or liability insurance coverage the Executive may have under the by-laws any of the Company or applicable law. This Release is subject to Sections 11 Releasees in defending such action, including reasonable attorneys’ fees, experts’ fees and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed by both parties. Date Xxxxx X. Xxxxxxxx Date Xxxxxxx Transmission, Inc.costs.

Appears in 1 contract

Samples: Transition and Separation Agreement and General Release (Heidrick & Struggles International Inc)

General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxxxxx X. Xxxxx X. Xxxxxxxx (the “Executive”) pursuant to the Employment Agreement, dated as of November 1February xx, 20072014, by and between Xxxxxxx Transmission, Inc. (the “Company”) and the Executive (the “Employment Agreement”), and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx (the “Release”) the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other advisors of the Executive’s choice prior to executing this Release, and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s termination; or (ii) rights to indemnification or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law. This Release is subject to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed by both parties. Date Xxxxxxxx X. Xxxxx X. Xxxxxxxx Date Xxxxxxx Transmission, Inc.

Appears in 1 contract

Samples: Employment Agreement (Allison Transmission Holdings Inc)

General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxx X. Xxxxxxxx 1. This document (the “ExecutiveRelease”) pursuant to the Employment Agreementis attached to, is incorporated into, and forms a part of, a Separation Agreement and General Release, dated as of November 1May 31, 2007, 2008 (the “Agreement”) by and between Xxxxxxx Transmission, Schawk USA Inc. (the “Company”) and the Executive Xxx Xxxxxxxxx (the “Employment AgreementEmployee”). Except for (i) a Claim (as defined below) based upon a breach of the Agreement, (ii) a Claim which is expressly preserved by the Agreement, (iii) a Claim duly filed pursuant to the group welfare and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx (the “Release”) retirement plans of the Company, or (iv) a claim filed pursuant to any policy of its divisionsliability insurance or the Company’s By-Laws, affiliatesthe Employee, subsidiarieson behalf of himself and the other Employee Releasors (as defined below), parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys releases and fiduciaries, past, present forever discharges the Company and future the other Company Releasees (the “Released Parties”as defined below) from any and all claims Claims which the Employee now has or claims, or might hereafter have or claim, whether known or unknown, suspected or unsuspected (or the other Employee Releasors may have, to the extent that it is derived from a Claim which the Employee may have), against the Company Releasees based upon or arising out of any kind matter or thing whatsoever, from the beginning of time to the date affixed beneath the Employee’s signature on this General Release and Waiver and shall include, without limitation, Claims (other than those specifically excepted above) arising out of, of or related to, to his employment with the Company, its affiliates and subsidiaries Claims arising under (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may alleged to have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, arisen under) (a) the Age Discrimination in Employment ActAct of 1967, as amended; (b) Title VII of the Civil Rights Act of 1964, as amended; (c) The Civil Rights Act of 1991; (d) Section 1981 through 1988 of Title 42 of the United States Code, 42 U.S.C. Section 2000e et. seq.as amended; (e) the Employee Retirement Income Security Act of 1974, the Fair Labor Standards as amended; (f) The Immigration Reform Control Act, as amended, 29 U.S.C. Section 201 et. seq., the ; (g) The Americans with Disabilities Act of 1990, as amended; (h) The National Labor Relations Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights ; (i) The Occupational Safety and Health Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and ; (j) any and all state or local laws regarding employment anti-discrimination and/or federallaw; (k) any other local, state or local laws of federal law, regulation or ordinance; (l) any type public policy, contract, tort, or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort common law. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other advisors of the Executive’s choice prior to executing this Release, and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s termination; or (iim) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters. The Employee further releases any rights to indemnification recover damages or liability insurance coverage other personal relief based on any claim or cause of action filed on the Executive may have under the by-laws of the Company Employee’s behalf in court or applicable law. This Release is subject to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed by both parties. Date Xxxxx X. Xxxxxxxx Date Xxxxxxx Transmission, Inc.any agency.

Appears in 1 contract

Samples: Separation Agreement and General Release (Schawk Inc)

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General Release and Waiver. For 1. This document is attached to, is incorporated into, and in consideration forms a part of, a letter agreement dated September 13, 2013 (the “Letter Agreement”) by and between Medgenics, Inc., a Delaware corporation (“Medgenics”), and Medgenics Medical Israel Ltd., a company organized under the laws of the payments State of Israel (“MMI”) (hereinafter MMI and other benefits due Medgenics shall sometimes be collectively referred to Xxxxx as the “Company”), and Axxxxx X. Xxxxxxxx (the “Executive”). Except for (i) pursuant to a Claim based upon a breach of the Employment Letter Agreement, dated as of November 1, 2007, (ii) a Claim which is expressly preserved by and between Xxxxxxx Transmission, Inc. (the “Company”) and the Executive (the “Employment Letter Agreement”), and for other good and valuable consideration(iii) a Claim with respect to Executive’s standing as a stockholder of the Company, the Executive hereby agrees, for the Executive, on behalf of himself and the Executive’s spouse other Executive Releasors, releases and child or children (if any), forever discharges the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors Company and assigns, to forever release, discharge and covenant not to xxx (the “Release”) the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) other Company Releasees from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, Claims which the Executive now has or may claims, or might hereafter have against the Released Partiesor claim, whether known or unknown unknown, suspected or unsuspected (or the other Executive Releasors may have, to the extent that it is derived from a Claim which the Executive may have), against the Company Releasees based upon or arising out of any matter or thing whatsoever, from the beginning of time to the date affixed beneath Executive’s signature on this General Release and Waiver and shall include Claims (other than those specifically excepted above) arising out of or related to the Executive, by reason of facts which have occurred on ’s engagement or prior employment with the Company or any subsidiary or affiliate or related to the date that Employment Agreement (as defined in the Executive has signed this Release. Such released claims includeLetter Agreement) or arising under applicable law, without limitation, including Claims arising under (or alleged to have arisen under) (a) any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and antidiscrimination law; (b) any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any wage and all such claims under state contract or tort hour law. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one ; (21c) days to consider all of its terms and has been advised to consult with an attorney and any other advisors of the Executive’s choice prior to executing this Releasefederal, and the Executive fully understands that by signing below the Executive is voluntarily giving up state or local law, regulation or ordinance; (d) any right which the Executive may have to xxx public policy, contract, tort, or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s terminationcommon law; or (iie) rights any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters referred to indemnification or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law. This Release is subject to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed by both parties. Date Xxxxx X. Xxxxxxxx Date Xxxxxxx Transmission, Inc.(a) through (d) above.

Appears in 1 contract

Samples: Letter Agreement (Medgenics, Inc.)

General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxxxxx X. Xxxxx X. Xxxxxxxx (the “Executive”) pursuant to the Employment Agreement, dated as of November 1December __, 20072016, by and between Xxxxxxx Transmission, Inc. (the “Company”) and the Executive (the “Employment Agreement”), and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx (the “Release”) the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other advisors of the Executive’s choice prior to executing this Release, and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily. * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s termination; or (ii) rights to indemnification or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law. This Release is subject to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed by both parties. Date Xxxxx Xxxxxxxx X. Xxxxxxxx Date Xxxxxxx Transmission, Inc.Xxxxx

Appears in 1 contract

Samples: Employment Agreement (Allison Transmission Holdings Inc)

General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxx X. Xxxxxxxx 1. This document (the “ExecutiveRelease”) pursuant to the Employment Agreementis attached to, is incorporated into, and forms a part of, a Separation Agreement and General Release (“Release”), dated as of November 1December 31, 2007, 2017 (the “Agreement”) by and between Xxxxxxx TransmissionXxxxxxxx & Struggles International, Inc. (the “Company”) and the Executive Xxxxxxx Xxxxxx (the “Employment AgreementExecutive”). Except for (i) a Claim (as defined below) based upon a breach of the Agreement, (ii) a Claim which is expressly preserved by the Agreement, (iii) a Claim duly filed pursuant to the group welfare and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx (the “Release”) retirement plans of the Company, or (iv) a Claim filed pursuant to any policy of its divisionsliability insurance or the Company’s By-Laws, affiliatesthe Executive, subsidiarieson behalf of himself and the other Executive Releasors (as defined below), parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys releases and fiduciaries, past, present forever discharges the Company and future the other Company Releasees (the “Released Parties”as defined below) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, Claims which the Executive now has or may claims, or might hereafter have against the Released Partiesor claim, whether known or unknown unknown, suspected or unsuspected (or the other Executive Releasors may have, to the Executiveextent that it is derived from a Claim which the Executive may have), by reason against the Company Releasees based upon or arising out of facts which have occurred on any matter or prior thing whatsoever, from the beginning of time to the date that affixed beneath the Executive has signed Executive’s signature on this Release. Such released claims General Release and Waiver and shall include, without limitation, any and all claims relating Claims (other than those specifically excepted above) arising out of or related to the foregoing Letter Agreement dated November 17, 2016, Claims arising out of or related to the Executive’s employment with or separation of employment from the Company, and Claims arising under federal, state (or local laws pertaining alleged to employment, including, without limitation, have arisen under) (a) the Age Discrimination in Employment ActAct of 1967, as amended; (b) Title VII of the Civil Rights Act of 1964, as amended; (c) The Civil Rights Act of 1991; (d) Section 1981 through 1988 of Title 42 of the United States Code, 42 U.S.C. Section 2000e et. seq.as amended; (e) the Employee Retirement Income Security Act of 1974, the Fair Labor Standards as amended; (f) The Immigration Reform Control Act, as amended, 29 U.S.C. Section 201 et. seq., the ; (g) The Americans with Disabilities Act of 1990, as amended; (h) The National Labor Relations Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights ; (i) The Occupational Safety and Health Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the ; (j) The Family and Medical Leave Act of 19921993, 29 U.S.C. Section 2601 et. seq., and as amended; (k) any and all state or local laws regarding employment anti-discrimination and/or federallaw; (l) any allegation of defamation, state intentional or local laws negligent infliction of emotional distress, workplace harassment or discrimination, retaliation, whistleblowing, invasion of privacy, violation of public policy, negligence or any other tort; (m) any allegation of a breach of any type or description regarding contract of employment, express or implied, or of a violation of any Company policy or procedure (including but not limited to any claims arising from or derivative the MSPP), of the Executive’s employment with provisions of the Affiliated EntitiesConstitution of the United States or the constitution of any state, as well as any and all such claims under state contract or tort law. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other advisors law, rule, regulation or ordinance pertaining to employment and/or the termination of the Executive’s choice prior to executing this Release, and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring employment; and/or (n) any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period statutory or common law cause of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s terminationaction; or (iio) rights to indemnification any allegation for costs, fees, or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law. This Release is subject to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except other expenses including attorneys’ fees incurred in a writing signed by both parties. Date Xxxxx X. Xxxxxxxx Date Xxxxxxx Transmission, Inc.these matters.

Appears in 1 contract

Samples: Separation Agreement and General Release (Heidrick & Struggles International Inc)

General Release and Waiver. For 1. This document is attached to, is incorporated into, and in consideration of the payments forms a part of, a Separation and other benefits due to Xxxxx X. Xxxxxxxx Settlement Agreement and Mutual Release dated October 23, 2007 (the “ExecutiveAgreement”) pursuant to the Employment Agreement, dated as of November 1, 2007, by and between Xxxxxxx TransmissionMB Financial, Inc. (the “Company”) and the Executive Rxxxxxx X. Xxxxxx (the “Employment AgreementExecutive”). Except for (i) a Claim based upon a breach of the Agreement, (ii) a Claim which is expressly preserved by the Agreement, (iii) a Claim duly filed pursuant to the group welfare and retirement plans of the Company, and for other good and valuable consideration(iv) a Claim with respect to Executive’s standing as a shareholder of the Company, the Executive hereby agrees, for the Executive, on behalf of himself and the Executive’s spouse other Executive Releasors, releases and child or children (if any), forever discharges the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors Company and assigns, to forever release, discharge and covenant not to xxx (the “Release”) the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) other Company Releasees from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, Claims which the Executive now has or may claims, or might hereafter have against the Released Partiesor claim, whether known or unknown unknown, suspected or unsuspected (or the other Executive Releasors may have, to the extent that it is derived from a Claim which the Executive may have), against the Company Releasees based upon or arising out of any matter or thing whatsoever, from the beginning of time to the date affixed beneath Executive’s signature on this General Release and Waiver and shall include Claims (other than those specifically excepted above) arising out of or related to the Executive’s employment with the Company, by reason of facts which or its predecessors, or the Employment Agreement dated August 25, 2006, including Claims arising under (or alleged to have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, arisen under) (a) the Age Discrimination in Employment ActAct of 1967, as amended; (b) Title VII of the Civil Rights Act of 1964, as amended; (c) The Civil Rights Act of 1991; (d) Section 1981 through 1988 of Title 42 of the United States Code, 42 U.S.C. Section 2000e et. seq.as amended; (e) the Executive Retirement Income Security Act of 1974, the as amended; (f) The Immigration Reform Control Act, as amended; (g) The Americans with Disabilities Act of 1990, as amended; (h) The National Labor Relations Act, as amended; (i) The Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities ; (j) The Occupational Safety and Health Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the ; (k) The Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., 1993; (l) any state antidiscrimination law; (m) any state wage and hour law; (n) any and all state or local laws regarding employment discrimination and/or federalother local, state or local laws of federal law, regulation or ordinance; (o) any type public policy, contract, tort, or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort common law. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other advisors of the Executive’s choice prior to executing this Release, and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s termination; or (iip) rights any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters referred to indemnification or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law. This Release is subject to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed by both parties. Date Xxxxx X. Xxxxxxxx Date Xxxxxxx Transmission, Inc.(a) through (o) above.

Appears in 1 contract

Samples: Separation and Settlement Agreement (Mb Financial Inc /Md)

General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxxxxx X. Xxxxx X. Xxxxxxxx (the “Executive”) pursuant to the Employment Agreement, dated as of November 1February 7, 20072008, by and between Xxxxxxx Transmission, Inc. (the “Company”) and the Executive (the “Employment Agreement”), and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx (the “Release”) the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other advisors of the Executive’s choice prior to executing this Release, and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s termination; or (ii) rights to indemnification or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law. This Release is subject to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed by both parties. Date Xxxxxxxx X. Xxxxx X. Xxxxxxxx Date Xxxxxxx Transmission, Inc.

Appears in 1 contract

Samples: Employment Agreement (Allison Transmission Holdings Inc)

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