Common use of General Release by Executive Clause in Contracts

General Release by Executive. Subject to Section 6 below, Executive hereby releases and discharges forever the Company, and each of its parents, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Executive now has or may hereafter have against the Executive Released Parties, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Act, the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200, and the California Family Military Leave Law.

Appears in 3 contracts

Samples: Employment Agreement (William Lyon Homes), Employment Agreement (William Lyon Homes), Employment Agreement (William Lyon Homes)

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General Release by Executive. Subject to Section 6 belowExecutive unconditionally, Executive hereby irrevocably and absolutely releases and discharges forever the Company, and each any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of its parentsthe Company, affiliates past and subsidiariespresent, and each of their present and former directorsas well as the Company’s employees, officers, employees, trusteesdirectors, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assignsassigns (collectively, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Executive’s employment with the Company, the termination of Executive’s employment, and all manner of action or actionsother losses, cause or liabilities, claims, charges, demands and causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed suspected or contingentunsuspected, which Executive now has arising directly or may hereafter have against the Executive Released Parties, indirectly out of or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way connected with Executive’s employment with the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising out ofunder local state or federal law, based uponincluding, or related but not limited to his or her employment by or service as a director to any alleged violations of the Executive Released PartiesCalifornia Labor Code, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; California Fair Employment and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in Employment Housing Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Americans with Disabilities Act, the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200, and the California Family Military Leave LawAge Discrimination in Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs and expenses. Executive expressly waives Executive’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Executive or on Executive’s behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity, any challenge to the validity of Executive’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Separation Agreement; any claims for payment or benefits under the Separation Agreement; any claim or cause of action for indemnification pursuant to any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company’s certificates of incorporation, charter and by-laws or any claim for contribution or any rights Executive may have to vested benefits under any health and welfare plans or other employee benefit plans or programs sponsored by the Company. Executive acknowledges that Executive may discover facts or law different from, or in addition to, the facts or law that Executive knows or believes to be true with respect to the claims released in this Separation Agreement and agrees, nonetheless, that this Separation Agreement and the release contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them. Executive declares and represents that Executive intends this Separation Agreement to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release and Executive intends the release herein to be final and complete. Executive executes this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law.

Appears in 3 contracts

Samples: Executive Employment Agreement (Neothetics, Inc.), Executive Employment Agreement (Neothetics, Inc.), Executive Employment Agreement (Neothetics, Inc.)

General Release by Executive. Subject In consideration of the benefits provided under Section 13 or 14, as applicable of the Employment Agreement by and between [Executive Name] (“Executive”)and DineEquity, Inc., a Delaware corporation, and subject to Section 6 2 below, Executive hereby releases and discharges forever the CompanyCorporation, and each of its parentsdivisions, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, divisions, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actionsliabilities, cause or claims, demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expensesfees, and other legal responsibilities (collectively referred to as “Claims”), of any nature form whatsoever, known or unknownincluding, fixed or contingentbut not limited to, which Executive now has or may hereafter have against the Executive Released Partiesany claims in law, equity, contract, tort, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in California Labor Code, the California Civil Code, the California Business and Professions Code, the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, and as amended, the Americans With Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), as amended by the Older Workers Benefit Protection Act of 1990 (29 U.S.C. §§ 621, et seq.), the Xxxxxxxx-Xxxxx Act of 2002, the Employee Retirement Income Security ActAct of 1974, or any other local ordinance or federal or state statute, regulation or constitution, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, which Executive or Executive’s successors in interest now own or hold, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200date of execution of this Agreement, and without limiting the California Family Military Leave Lawgenerality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a) Executive’s employment relationship with the Corporation and/or any of the Executive Released Parties and the termination of that relationship; (b) Executive’s relationship as a shareholder, optionholder or holder of any interest whatsoever in any of the Executive Released Parties; (c) Executive’s relationship with any of the Executive Released Parties as a member of any boards of directors; and (d) any other type of relationship (business or otherwise) between Executive and any of the Executive Released Parties.

Appears in 3 contracts

Samples: Employment Agreement (DineEquity, Inc), Employment Agreement (DineEquity, Inc), Employment Agreement (DineEquity, Inc)

General Release by Executive. Subject to Section 6 below, Executive hereby releases and discharges forever the Company, and each of its parents, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Executive now has or may hereafter have against the Executive Released Parties, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under under: the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq. (the “ADEA”); Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq. the California Consumer Credit Reporting Agencies Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the Xxxxxxxx-Xxxxx Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx Family Rights ActAct of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; the California Labor Code; the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California Labor CodeFalse Claims Act, California Business & Professions Cal. Gov’t Code Section 17200, and § 12650 et seq.; the California Family Military Leave LawCorporate Criminal Liability Act, Cal. Penal Code § 387; Arizona Revised Statute 41-1461 et seq. (race, color, religion, sex, age, disability or national origin discrimination); Nevada Rev. Statute § 613.010 (Solicitation of Employees by Misrepresentation); Nevada Rev. Statute § 613.310 et seq. (race, color, religion, sex, sexual orientation, age, disability or national origin discrimination) or any other federal, state or local law.

Appears in 2 contracts

Samples: Employment Agreement (William Lyon Homes), Employment Agreement (William Lyon Homes)

General Release by Executive. Subject to Section 6 below, Executive hereby releases and discharges forever the Company, and each of its parents, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Executive now has or may hereafter have against the Executive Released Parties, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the under: Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the California Consumer Credit Reporting Agencies Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq. the Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the Xxxxxxxx-Xxxxx Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx Family Rights ActAct of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code; the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Labor Code, California Business & Professions Code Section 17200Arizona Revised Statute 41-1461 et seq. (race, and the California Family Military Leave Lawcolor, religion, sex, age, disability or national origin discrimination); Nevada Rev. Statute § 613.010 (Solicitation of Employees by Misrepresentation); Nevada Rev. Statute § 613.310 et seq. (race, color, religion, sex, sexual orientation, age, disability or national origin discrimination) or any other federal, state or local law.

Appears in 2 contracts

Samples: Employment Agreement (William Lyon Homes), Employment Agreement (William Lyon Homes)

General Release by Executive. Subject to Section 6 below, Executive hereby releases and discharges forever the Company, and each of its parents, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Executive now has or may hereafter have against the Executive Released Parties, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the under: Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq. the California Consumer Credit Reporting Agencies Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the Xxxxxxxx-Xxxxx Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 etseq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx Family Rights ActAct of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code; the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Labor Code, California Business & Professions Code Section 17200Arizona Revised Statute 41-1461 et seq. (race, and the California Family Military Leave Lawcolor, religion, sex, age, disability or national origin discrimination); Nevada Rev. Statute § 613.010 (Solicitation of Employees by Misrepresentation); Nevada Rev. Statute § 613.310 et seq. (race, color, religion, sex, sexual orientation, age, disability or national origin discrimination) or any other federal, state or local law.

Appears in 2 contracts

Samples: Employment Agreement (William Lyon Homes), Employment Agreement (William Lyon Homes)

General Release by Executive. Subject Except with respect to (i) the vesting and payments provided in Section 6 below2(b), Executive (ii) the Accrued Benefits and Excluded Benefits and (iii) Company’s obligations otherwise set forth in this Agreement, the Executive, on behalf of herself, her heirs, beneficiaries, personal representatives and assigns, hereby releases releases, acquits and forever discharges forever the Company, and each of its parents, affiliates and subsidiaries, and each of their present and former directorsowners, officers, employeesExecutives, trusteesshareholders, agentsdirectors, partners, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related agents and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assignsassignees, and all persons acting byother persons, throughfirms, partnerships, or corporations in control of, under the direction of, or in concert any way presently or formerly associated with them the Company (hereinafter each, a “Released Party” and collectively referred to as the “Executive Released Parties”), of, from and against all “Claims.” The “Claims” released herein include any and all manner of action or claims, charges, complaints, liabilities, obligations, promises, agreements, contracts, damages, actions, cause or causes of action, suits, accrued benefits or other liabilities she has or may have as of the date she executes this Release Agreement of any kind or character, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed foreseen or unforeseen, vested or contingent, which Executive matured or unmatured, suspected or unsuspected, that may now has or may hereafter have at any time be made or brought against the Executive any Released PartiesParty, arising from or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, connected with or related to his or her the Executive’s employment by or service as a director to any with the Company and/or the Executive’s termination of employment with the Executive Released PartiesCompany, or any including, but not limited to, allegations of themwrongful termination, or the termination thereof; any claim for wagesdiscrimination, salaryretaliation, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of contract, anticipatory breach, fraud, conspiracy, promissory estoppel, retaliatory discharge, constructive discharge, discharge in violation of any express law, statute, regulation or implied contract ordinance providing whistleblower protection, discharge in violation of employment; public policy, intentional infliction of emotional distress, negligent infliction of emotional distress, defamation, harassment, sexual harassment, invasion of privacy, any alleged torts action in tort or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and contract, any alleged violation of any federal, state state, or local statute or ordinance law, including, without limitationbut not limited to, Claims arising under the Age Discrimination in Employment Act, any violation of Title VII of the Civil Rights Act of 1964, and as amended, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Equal Pay Act, 29 U.S.C. § 206, the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Americans with Disabilities Act, 29 U.S.C. § 621, et seq., the California Consumer Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Fair Credit Reporting Agencies Act, 15 U.S.C. § 1681, et seq., the California Fair Employment Xxxxxxxx-Xxxxx Xxx, 00 X.X.X. § 0000X et seq., the Worker Adjustment and Housing Retraining Notification Act, 29 U.S.C. §§ 2101-2109, the California Family Texas Commission on Human Rights Act, TEX. LAB. CODE § 21.001, et. seq., the California WARN Texas Workers’ Compensation Act, TEX. LAB. CODE §§ 451.001 - 451.003, the California Labor CodeTexas Payday Act, California Business & Professions Code Section 17200TEX. LAB. CODE § 61.011, et seq., or any other employment or civil rights act, and any and all claims for severance pay, vacation pay, paid time off or benefits under any compensation, cash award, bonus, stock grant, equity grants or awards, or Executive benefit plan, program, policy, contract, agreement, but excluding any claim for unemployment compensation, any claim for workers’ compensation benefits; and any benefits which the California Family Military Leave LawExecutive is entitled to receive under any Company plan that is a qualified plan under IRC §401(a) or is a group health plan subject to COBRA. COBRA continuation coverage is available to participants and their beneficiaries who participate in the Company’s group health plan, to the extent the participant properly elects and pays for such COBRA continuation coverage. Excluded from the General Release in this Section 3 are claims arising under the Age Discrimination in Employment Act (“ADEA”) and those claims which cannot be waived by law.

Appears in 2 contracts

Samples: Release Agreement, Release Agreement (Cheniere Energy Inc)

General Release by Executive. Subject In consideration of the benefits provided under Section 13 or 14, as applicable of the Employment Agreement by and between [Executive Name] (“Executive”)and DineEquity, Inc., a Delaware corporation, and subject to Section 6 2 below, Executive hereby releases and discharges forever the CompanyCorporation, and each of its parentsdivisions, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, divisions, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actionsliabilities, cause or claims, demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expensesfees, and other legal responsibilities (collectively referred to as “Claims”), of any nature form whatsoever, known or unknownincluding, fixed or contingentbut not limited to, which Executive now has or may hereafter have against the Executive Released Partiesany claims in law, equity, contract, tort, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in California Labor Code, the California Civil Code, the California Business and Professions Code, the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, and as amended, the Americans With Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), as amended by the Older Workers Benefit Protection Act of 1990 (29 U.S.C. §§ 621, et seq.), the Xxxxxxxx-Xxxxx Act of 2002, the Employee Retirement Income Security ActAct of 1974, or any other local ordinance or federal or state statute, regulation or constitution, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, which Executive or Executive’s successors in interest now own or hold, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200date of execution of this Agreement, and without limiting the California Family Military Leave Lawgenerality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a) Executive’s employment relationship with the Corporation and/or any of the Executive Released Parties and the termination of that relationship; (b) Executive’s relationship as a shareholder, optionholder or holder of any interest whatsoever in any of the Executive Released Parties; and (c) Executive’s relationship with any of the Executive Released Parties as a member of any boards of directors.

Appears in 1 contract

Samples: Employment Agreement (DineEquity, Inc)

General Release by Executive. Subject to Section 6 belowExecutive unconditionally, Executive hereby irrevocably and absolutely releases and discharges forever the Company, and each any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of its parentsthe Company, affiliates past and subsidiariespresent, and each of their present and former directorsas well as the Company’s employees, officers, employees, trusteesdirectors, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assignsassigns (collectively, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Executive’s employment with the Company, the termination of Executive’s employment, and all manner of action or actionsother losses, cause or liabilities, claims, charges, demands and causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed suspected or contingentunsuspected, which Executive now has arising directly or may hereafter have against the Executive Released Parties, indirectly out of or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way connected with Executive’s employment with the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising out ofunder local state or federal law, based uponincluding, or related but not limited to his or her employment by or service as a director to any alleged violations of the Executive Released PartiesCalifornia Labor Code, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; California Fair Employment and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in Employment Housing Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Americans with Disabilities Act, the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200, and the California Family Military Leave LawAge Discrimination in Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs and expenses. Executive expressly waives Executive’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Executive or on Executive’s behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity, any challenge to the validity of Executive’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this General Release Agreement; any claims for payment or benefits under the Executive Employment Agreement made effective as of September 21, 2015 by and between the Company and the Executive; any claim or cause of action for indemnification pursuant to any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company’s certificates of incorporation, charter and by-laws or any claim for contribution or any rights Executive may have to vested benefits under any health and welfare plans or other employee benefit plans or programs sponsored by the Company. Executive acknowledges that Executive may discover facts or law different from, or in addition to, the facts or law that Executive knows or believes to be true with respect to the claims released in this General Release and agrees, nonetheless, that this General Release shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them. Executive declares and represents that Executive intends this General Release to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release and Executive intends the release herein to be final and complete. Executive executes this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law and the terms of this General Release.

Appears in 1 contract

Samples: Executive Employment Agreement (REVA Medical, Inc.)

General Release by Executive. Subject (a) The Executive agrees that the payments and benefits provided herein are in full satisfaction of all obligations of the Company to Section 6 belowthe Executive arising out of or in connection with the Executive's employment including, without limitation, all salary, bonuses, accrued vacation, sick pay, and two weeks salary as standard termination notice period, and that the benefit of continued stock vesting constitutes consideration for the covenants and releases of the Executive hereby as set forth herein. The Executive acknowledges that the Executive has no claims against the Company based on the Executive's employment by the Company or the Executive's separation therefrom and irrevocably, fully and finally releases and discharges forever the Company, its parent, subsidiaries and each of its parents, affiliates and subsidiariesaffiliates, and each of their present its current and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and employees ("Releasees") from all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actions, cause or causes of action, in law or in equityclaims, suits, debtsdemands or other obligations or liabilities, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed or contingent, which that Executive now has or may hereafter have against the Executive Released Partiesever had, or now has, including but not limited to, any claims that may be alleged to arise out of them, by reason of any matter, causeor in connection with the Executive's employment with the Company, or thing whatsoever from the beginning separation therefrom, including, not by way of time to the date hereof. Without limiting the generality of the foregoinglimitation, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, feesand any claims that any terms of the Executive's employment with the Company or any circumstances of the Executive's separation were wrongful, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged in breach of any express obligation of the Company or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged in violation of any federalrights, state contractual, statutory or local statute or ordinance includingotherwise, without limitationof the Executive, Claims including but not limited to rights arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Act, the California Consumer Credit Reporting Agencies Actas amended, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Actas amended, the California Labor Code, California Business & Professions Code Section 17200the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act, the Equal Pay Act, the Fair Labor Standards Act, as amended, the Executive Retirement Income and Security Act of 1974, as amended, (except for Executive's rights under COBRA and Executive's rights to the money in Executive's 401(k) plan account and deferred compensation plan account(s)), and any other local, state, or federal law, or law of any country, governing discrimination in employment, the California Family Military Leave Lawpayment of wages or benefits, or any other aspect of employment (collectively, "Claims"). IN THIS REGARD THE EXECUTIVE WAIVES ANY RIGHTS CONFERRED BY CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Appears in 1 contract

Samples: Consulting Agreement (Cadence Design Systems Inc)

General Release by Executive. Subject (a) The Executive agrees that the Company has already fully satisfied all of its obligations to Section 6 belowthe Executive arising out of or in connection with the Executive's employment including, without limitation, all salary, bonuses, accrued vacation, sick pay, and two weeks salary as standard termination notice period, and that the benefits provided to Executive hereby in this Agreement constitute consideration for the covenants and releases of the Executive as set forth herein. The Executive acknowledges that the Executive has no claims against the Company based on the Executive's employment by the Company or the Executive's separation therefrom and discharges forever irrevocably, fully and finally releases the Company, its parent, subsidiaries and each of affiliates, its parents, affiliates and subsidiaries, and each of their present current and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and employees ("Releasees") from all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actions, cause or causes of action, in law or in equityclaims, suits, debtsdemands or other obligations or liabilities, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed that Executive ever had, nor now has, including but not limited to, any claims that may be alleged to arise out of or contingent, which Executive now has or may hereafter have against in connection with the Executive Released PartiesExecutive's employment with the Company, or any separation therefrom, including, not by way of themlimitation, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, feesand any claims that any terms of the Executive's employment with the Company or any circumstances of the Executive's separation were wrongful, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged in breach of any express obligation of the Company or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged in violation of any federalrights, state contractual, statutory or local statute or ordinance includingotherwise, without limitationof the Executive, Claims including but not limited to rights arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Act, the California Consumer Credit Reporting Agencies Actas amended, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Actas amended, the California Labor Code, California Business & Professions Code Section 17200the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act, the Equal Pay Act, the Fair Labor Standards Act, as amended, the Employee Retirement Income and Security Act of 1974, as amended, (except for Executive's rights under COBRA and any right of Executive to the money in Executive's 401(k) plan account and/or deferred compensation plan account(s)), and any other local, state, or federal law, or law of any country, governing discrimination in employment, the California Family Military Leave Lawpayment of wages or benefits, or any other aspect of employment (collectively, "Claims"). IN THIS REGARD THE EXECUTIVE WAIVES ANY RIGHTS CONFERRED BY CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Appears in 1 contract

Samples: Consulting Agreement (Cadence Design Systems Inc)

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General Release by Executive. Subject to Section 6 belowIn exchange for and in consideration of certain payments, Executive hereby releases and discharges forever the Companybenefits, and each of its parents, affiliates and subsidiariesother commitments described in this Agreement, and each in addition to Executive’s other consideration expressed herein, Executive, on Executive’s own behalf and on behalf of their present and former directorsExecutive’s heirs, officers, employees, trustees, agents, attorneysexecutors, administrators, plansand assigns, plan administratorshereby FULLY RELEASES, insurersREMISES, parent corporationsACQUITS AND FOREVER DISCHARGES the Released Parties (as defined below), jointly and severally, of and from all known and unknown claims, promises, causes of action, charges, complaints, demands, liabilities, obligations, agreements, controversies, damages, suits, entitlements, costs, losses, debts and expenses (including attorneys’ fees and legal expenses) or similar rights of any type that Executive currently may have (“Claims”) with respect to Verisk, all of its current and former parents, subsidiaries, related and affiliated companies and entitiesaffiliates, shareholdersdivisions, memberspartnerships, partnersor joint ventures, representativesand, with respect to each of them, their predecessors, successors and assigns; and, with respect to each such entity, all of its past, present, and all future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs), and any other persons acting by, through, under or in concert with them any of the persons or entities listed in this subsection, and their successors (hereinafter collectively referred to as collectively, the “Executive Released Parties”)) that Executive may now have, from and against all “Claims.” The “Claims” released herein include any and all manner has ever had, or hereafter may have, arising out of action or actions, cause relating to Executive’s employment with Verisk or causes the termination of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Executive now has or may hereafter have against the Executive Released Partiessuch employment, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time circumstances related thereto up to the date hereofof this Agreement. Without limiting the generality of the foregoingClaims may include, Claims shall include: any but are not limited to, claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salaryseverance, back pay, front pay, commissions, bonuses, feesoverrides, incentive paymentsreimbursement, profit-sharing paymentsreinstatement, expense reimbursementsany kind of damages or benefits. Executive also releases any and all Claims Executive may have that arose prior to the date of this Agreement, leaveand hereby specifically waives and releases all Claims under the following statutes, vacationall as amended, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any and all state or local statutes, ordinances, or regulations, including without limitation all New Jersey laws, ordinances, and regulations, as well as all Claims arising under federal, state or local statute law, involving any tort, employment law, contract Claim, whether based upon an express or ordinance includingimplied contract, without limitationor statutory claim, Claims arising as well as any Claim under public policy or any other Claim of any nature, including the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Act, the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200, and the California Family Military Leave Law.following:

Appears in 1 contract

Samples: Separation Agreement (Verisk Analytics, Inc.)

General Release by Executive. Subject (a) The Executive agrees that the payments and benefits provided herein are in full satisfaction of all obligations of the Company to Section 6 below, the Executive hereby releases and discharges forever the Company, and each arising out of its parents, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert connection with them (hereinafter collectively referred to as the “Executive Released Parties”), from Executive's employment and against all “Claims.” The “Claims” released herein include any and all manner termination of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Executive now has or may hereafter have against the Executive Released Parties, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims all salary, bonuses, accrued vacation, sick pay, and reimbursement of expenses and two weeks salary as standard termination notice period, and that the payments and benefits provided herein constitute consideration for the covenants and releases of the Executive as set forth herein. The Executive acknowledges that the Executive has no claims against the Company based on the Executive's employment by the Company or the Executive's separation therefrom and irrevocably, fully and finally releases the Company, its subsidiaries and its affiliates, directors, officers, agents and employees ("Releasees") from all causes of action, claims, suits, demands or other obligations or liabilities, whether known or unknown, that Executive ever had, or now has, including but not limited to, any claims that may be alleged to arise out of or in connection with the Executive's employment with the Company, or separation therefrom, including, not by way of limitation, any claims for wages, bonuses, or expense reimbursement, and any claims that any terms of the Executive's employment with the Company or any circumstances of the Executive's separation were wrongful, in breach of any obligation of the Company or in violation of any rights, contractual, statutory, in tort or otherwise, of the Executive, including but not limited to rights arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Act, the California Consumer Credit Reporting Agencies Actas amended, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Actas amended, the California Labor Code, California Business & Professions Code Section 17200the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act, the Equal Pay Act, the Fair Labor Standards Act, as amended, the Executive Retirement Income and Security Act of 1974, as amended, (except for Executive's rights under COBRA and Executive's rights to the money in Executive's 401(k) plan account and deferred compensation plan account), and any other local, state, or federal law, or law of any country, governing discrimination in employment, the California Family Military Leave Lawpayment of wages or benefits, or any other aspect of employment (collectively, "Claims"). IN THIS REGARD THE EXECUTIVE WAIVES ANY RIGHTS CONFERRED BY CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Appears in 1 contract

Samples: Termination and Release Agreement (Cadence Design Systems Inc)

General Release by Executive. Subject to Section 6 belowExecutive unconditionally, Executive hereby irrevocably and absolutely releases and discharges forever the Company, and each any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of its parentsthe Company, affiliates past and subsidiariespresent, and each of their present and former directorsas well as the Company’s employees, officers, employees, trusteesdirectors, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assignsassigns (collectively, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Executive’s employment with the Company, the termination of Executive’s employment, and all manner of action or actionsother losses, cause or liabilities, claims, charges, demands and causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed suspected or contingentunsuspected, which Executive now has arising directly or may hereafter have against the Executive Released Parties, indirectly out of or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way connected with Executive’s employment with the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising out ofunder local state or federal law, based uponincluding, or related but not limited to his or her employment by or service as a director to any alleged violations of the Executive Released PartiesCalifornia Labor Code, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; California Fair Employment and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in Employment Housing Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Americans with Disabilities Act, the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200, and the California Family Military Leave LawAge Discrimination in Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs and expenses. Executive expressly waives Executive’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Executive or on Executive’s behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity, any challenge to the validity of Executive’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this General Release Agreement; any claims for payment or benefits under the Executive Employment Agreement made effective as of August 28, 2017 by and between the Company and the Executive; any claim or cause of action for indemnification pursuant to any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company's certificates of incorporation, charter and by-laws or any claim for contribution or any rights Executive may have to vested benefits under any health and welfare plans or other employee benefit plans or programs sponsored by the Company. Executive acknowledges that Executive may discover facts or law different from, or in addition to, the facts or law that Executive knows or believes to be true with respect to the claims released in this General Release and agrees, nonetheless, that this General Release shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them. Executive declares and represents that Executive intends this General Release to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release and Executive intends the release herein to be final and complete. Executive executes this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law and the terms of this General Release.

Appears in 1 contract

Samples: Executive Employment Agreement (REVA Medical, Inc.)

General Release by Executive. Subject to Section 6 belowExecutive unconditionally, Executive hereby irrevocably and absolutely releases and discharges forever the Company, and each any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of its parentsCompany, affiliates past and subsidiariespresent, and each of their present and former directorsas well as Company’s employees, officers, employees, trusteesdirectors, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assignsassigns (collectively, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Executive’s employment with Company, the termination of Executive’s employment, and all manner of action or actionsother losses, cause or liabilities, claims, charges, demands and causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed suspected or contingentunsuspected, which Executive now has arising directly or may hereafter have against the Executive Released Parties, indirectly out of or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way connected with Executive’s employment with Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising out ofunder local state or federal law, based uponincluding, or related but not limited to his or her employment by or service as a director to any alleged violations of the Executive Released PartiesCalifornia Labor Code, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; California Fair Employment and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in Employment Housing Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Americans with Disabilities Act, the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200, and the California Family Military Leave LawAge Discrimination in Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs and expenses. Executive expressly waives Executive’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Executive or on Executive’s behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity, any challenge to the validity of Executive’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Separation Agreement; any claims for payment or benefits under the Separation Agreement; any claim or cause of action for indemnification pursuant to any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or Company’s certificates of incorporation, charter and by-laws or any claim for contribution or any rights Executive may have to vested benefits under any health and welfare plans or other employee benefit plans or programs sponsored by the Company. Executive acknowledges that Executive may discover facts or law different from, or in addition to, the facts or law that Executive knows or believes to be true with respect to the claims released in this Separation Agreement and agrees, nonetheless, that this Separation Agreement and the release contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them. Executive declares and represents that Executive intends this Separation Agreement to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release and Executive intends the release herein to be final and complete. Executive executes this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law.

Appears in 1 contract

Samples: Executive Employment Agreement (Constellation Alpha Capital Corp.)

General Release by Executive. Subject to Section 6 belowExecutive unconditionally, Executive hereby irrevocably and absolutely releases and discharges forever the Company, and each any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of its parentsthe Company, affiliates past and subsidiariespresent, and each of their present and former directorsas well as the Company’s employees, officers, employees, trusteesdirectors, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assignsassigns (collectively, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Executive’s employment with the Company, the termination of Executive’s employment, and all manner of action or actionsother losses, cause or liabilities, claims, charges, demands and causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed suspected or contingentunsuspected, which Executive now has arising directly or may hereafter have against the Executive Released Parties, indirectly out of or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way connected with Executive’s employment with the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising out ofunder local state or federal law, based uponincluding, or related but not limited to his or her employment by or service as a director to any alleged violations of the Executive Released PartiesCalifornia Labor Code, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; California Fair Employment and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in Employment Housing Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Americans with Disabilities Act, the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200, and the California Family Military Leave LawAge Discrimination in Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs and expenses. Executive expressly waives Executive’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Executive or on Executive’s behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity, any challenge to the validity of Executive’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this General Release Agreement; any claims for payment or benefits under the Executive Employment Agreement made effective as of ________, 2017 by and between the Company and the Executive; any claim or cause of action for indemnification pursuant to any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company's certificates of incorporation, charter and by-laws or any claim for contribution or any rights Executive may have to vested benefits under any health and welfare plans or other employee benefit plans or programs sponsored by the Company. Executive acknowledges that Executive may discover facts or law different from, or in addition to, the facts or law that Executive knows or believes to be true with respect to the claims released in this General Release and agrees, nonetheless, that this General Release shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them. Executive declares and represents that Executive intends this General Release to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release and Executive intends the release herein to be final and complete. Executive executes this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law and the terms of this General Release.

Appears in 1 contract

Samples: Executive Employment Agreement (REVA Medical, Inc.)

General Release by Executive. Subject to Section 6 belowIn return for the accelerated vesting of the Service Awards and other consideration provided herein (the “Consideration”), Executive hereby releases agrees to the following: Executive agrees, on behalf of himself and discharges forever all of his heirs or personal representatives, to release the CompanyCompany and all of its subsidiaries, affiliates, predecessors and successors, and each of its parents, affiliates and subsidiaries, and each all of their present and or former officers, directors, officersmanagers, representatives, employees, trustees, agents, attorneysemployee benefit programs, and the trustees, administrators, plansfiduciaries and insurers of such programs (collectively, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive "Company Released Parties"), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, claims for relief of any nature whatsoeverkind, whether known to Executive or unknown, fixed which in any way arise out of or contingent, which Executive now has relate to Executive's employment at the Company or may hereafter have against any of the Executive other Company Released Parties, the separation of his employment at the Company or any of themthe other Company Released Parties, by reason of any matter, cause, agreements between the Company or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive other Company Released PartiesParties and Executive, including but not limited to the Employment Agreement, and concerning any facts or events occurring at any time up to the Effective Date, including, but not limited to, any and all claims of themdiscrimination, retaliation or the termination thereof; wrongful discharge of any claim for wageskind, salaryand any contractual, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay tort or other employee benefits; any alleged common law claims. This settlement and waiver includes all such claims, whether for breach of contract, quasi-contract, implied contract, quantum meruit, unjust enrichment, compensation, deferred compensation, equity interest, any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; tort claims, including without limitation fraud and misrepresentation, and any alleged violation of and all claims under any federalapplicable federal laws, state or local statute or ordinance including, without limitationbut not limited to, Claims arising under the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Americans with Disabilities Act, as amended, the Equal Pay Act, as amended, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act, as amended, the California Consumer Credit Reporting Agencies Fair Labor Standards Act, as amended, or under any applicable state or local laws or ordinances or any other legal restrictions on the California Fair Employment Company's rights, including Chapter 21 of the Texas Labor Code and Housing ActSection 451 of the Texas Labor Code. Executive further agrees not to file a suit of any kind against the Company or any of the other Company Released Parties relating to his employment at the Company or any of the other Company Released Parties, the California Family Rights Actseparation thereof, any agreements between the Company or any of other the Company Released Parties and Executive, including but not limited to the Employment Agreement, or any facts or events occurring at any time up to the Effective Date, or to participate voluntarily in any employment-related claim brought by any other party against the Company or any of the other Company Released Parties. Even if a court rules that Executive may file a lawsuit against the Company or any of the other Company Released Parties arising from Executive's employment at the Company or any of the other Company Released Parties, the California WARN Actseparation thereof, or any facts or events occurring at any time up to the California Labor CodeEffective Date, California Business & Professions Executive agrees not to accept any money damages or any other relief in connection with any such lawsuit. Executive understands that this Agreement effectively waives any right he might have to sue the Company or any of the other Company Released Parties for any claim arising out of Executive's employment at the Company or any of the other Company Released Parties, any agreements between the Company or any of the other Company Released Parties and Executive, including but not limited to the Employment Agreement, or the separation of Executive's employment. However, Executive recognizes and understands that this release does not prohibit him from filing an administrative charge with any state or federal agency. Further, this release does not waive Executive's rights to enforce this Agreement. In addition, this release does not give up Executive's rights, if any, to rights that the Executive has a terminated employee under employee benefit plans of the Company, including the right to continued health plan coverage under Section 4980B of the Internal Revenue Code Section 17200and vested benefits under the Company’s 401(k) plan or COBRA benefits under the Company's standard benefit programs applicable to Executive. Further, this release does not waive Executive's rights to vested equity interests, vested 401(k) or pension monies or Executive's rights to indemnification under the Company's charter or bylaws or the Indemnification Agreement, dated as of February 14, 2011, between Executive and the California Family Military Leave LawCompany.

Appears in 1 contract

Samples: Separation Agreement and General Release (Summit Hotel Properties, Inc.)

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