General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).
Appears in 15 contracts
Sources: Employment Agreement (Marker Therapeutics, Inc.), Employment Agreement (Bellicum Pharmaceuticals, Inc), Employment Agreement (Bellicum Pharmaceuticals, Inc)
General Release. In exchange for the severance benefits and other consideration to be provided to me under by the Employment Amended and Restated Executive Severance Benefits Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge release the Company and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, stockholders, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign my signing this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a1) all claims arising out of or in any way related to my employment with the CompanyCompany or its affiliates, or the termination of that employment; (b2) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany or its affiliates; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d4) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Employee Retirement Income Security Act (“FMLA”), the California Labor Code of 1974 (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; or (2) any rights which are not waiveable as a matter of law. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.
Appears in 11 contracts
Sources: Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc), Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc), Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc)
General Release. In exchange for the Severance Benefits and other consideration to be provided to me under by the Employment Executive Severance Benefits Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge release the Company and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, stockholders, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign my signing this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a1) all claims arising out of or in any way related to my employment with the CompanyCompany or its affiliates, or the termination of that employment; (b2) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany or its affiliates; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d4) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Employee Retirement Income Security Act (“FMLA”), the California Labor Code of 1974 (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (2) any claims for coverage under any Directors’ and Officers’ insurance policy maintained by the Company; and (3) any rights which are not waiveable as a matter of law. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.
Appears in 5 contracts
Sources: Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc), Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc), Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveEmployee voluntarily and on behalf of Employee, I Employee’s heirs, successors and assigns, hereby generally forever releases, discharges and completely releaseholds harmless, acquit and forever discharge the Company Employer and its parentpresent and former parents, subsidiarysubsidiaries, affiliates and divisions, and affiliated entitieseach of their present and former officers, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, agents, investors, shareholders, stockholdersowners, partnersmembers, agentsprincipals, administrators, affiliates, divisions, employee benefit plans and fiduciaries, attorneys, insurers, affiliates and each of their predecessors, successors and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities rights, causes of action and obligationsdemands of whatever nature, both whether known and or unknown, that arise Employee had, has or may have against Employer and/or the Released Parties arising from any act, event or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including omission that has occurred up through the date that I sign on which Employee executes this Release (collectivelyRelease, the “Released Claims”). The Released Claims includeincluding, but are not limited to: , claims under Title VII of the Civil Rights Act of 1964, as amended; Sections 1981 and 1983 of the Civil Rights Act of 1866; Executive Order 11,246; the Employee Retirement Income Security Act of 1974, as amended; the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (a“COBRA”) all and California “mini-COBRA”; the Family and Medical Leave Act; the Worker Adjustment and Retraining Notification Act (“WARN”) and Cal WARN; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; Age Discrimination in Employment Act of 1967, as amended; the National Labor Relations Act; the Occupational Safety and Health Act; the Genetic Information Nondiscrimination Act; the California Family Rights Act; the California Fair Employment and Housing Act; the California Labor Code including Section 132a; the California Constitution; any California Wage Order; the California Private Attorney General Act of 2004; the California Confidentiality of Medical Information Act; the California Business & Professions and Government Codes; claims arising out of under any other federal, state or in any way related to my employment with the Companylocal law, regulation or the termination of that employment; (b) all claims related to my compensation or benefits from the Companycommon law, including salarybut not limited to claims relating to wrongful or constructive termination, bonusesharassment, commissionsfailure to prevent harassment, other incentive compensationdiscrimination, vacation pay retaliation, and the redemption thereofdenial of accommodation; claims for personal and physical injury, expense reimbursementsmedical loss, fringe benefitsnegligence, stockinvasion of privacy, stock optionsdefamation, and intentional or any other ownership or equity interests in the Companynegligent infliction of emotional distress; (c) all claims for breach of contract (whether oral, written, implied or express), interference with contract, wrongful terminationpromissory estoppel, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy, tort and fraud; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended)Agreement, the federal Americans with Disabilities Act of 1990 (as amended)any employment contract, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)offer letter, the federal Family retention agreement, severance agreement, or severance policy; claims for wages, bonuses, commissions, overtime, meal periods, equity, severance pay and Medical Leave Act (“FMLA”)damages; claims for penalties, the California Labor Code (as amended)costs, interest, and attorneys’ fees; and claims arising out of any wrongdoing whatsoever under any theory now or ever recognized. The foregoing releases do not include any claims or rights that cannot be released or waived as a matter of law or claims to enforce the California Fair Employment and Housing Act (as amended)payment obligations under the Agreement.
Appears in 5 contracts
Sources: Employment Agreement (Trico Bancshares /), Employment Agreement (Trico Bancshares /), Employment Agreement (Trico Bancshares /)
General Release. In exchange consideration for receiving the consideration severance payments and benefits described in Section 3 above, and for other good and valuable consideration, the sufficiency of which you hereby acknowledge, you hereby waive and release to be provided to me under the Employment Agreement that I am not otherwise entitled to receivemaximum extent permitted by applicable law any and all claims or causes of action, I hereby generally and completely releasewhether known or unknown, acquit and forever discharge against the Company and and/or its parentpredecessors, subsidiarysuccessors, and past or present subsidiaries, affiliated entitiescompanies, and investors, along with its and their predecessors and successors and their branches or related entities (collectively, including the Company, the “Entities”) and/or the Entities’ respective directorspast, present, or future insurers, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneys, insurersemployees, affiliates stockholders, assigns and assigns employee benefit plans (collectivelycollectively with the Entities, the “Released Parties”), of and from with respect to any and all claimsmatter, liabilities and obligationsincluding, both known and unknownwithout limitation, that arise from or are in any way matter related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my your employment with the Company, Company or the termination of that employment; (b) all employment relationship. This waiver and release includes, without limitation, claims related to my compensation or benefits from the Companywages, including salaryovertime or minimum wages, bonuses, commissionsincentive compensation, other incentive equity compensation, vacation pay or any other compensation or benefits; any claims for failure to provide accurate itemized wage statements, failure to timely pay final pay or failure to provide meal or rest breaks; claims for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment or employment classification, claims for attorneys’ fees or costs; claims for penalties; any and the redemption thereof, expense reimbursements, fringe benefits, all claims for stock, stock options, options or any other ownership or equity interests in securities of the Company; (c) all claims for of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to any claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, or retaliation based on sex, age, race, national origin, disability or on any other protected basis; any claims under any applicable law prohibiting discrimination, harassment and/or retaliation; and claims under all other laws, attorneys’ feesordinances and regulations. You covenant not to ▇▇▇ the Released Parties for any of the claims released above, penaltiesagree not to participate in any class, collective, representative, or other group action that may include any of the claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended)released above, and will affirmatively opt out of any such class, collective, representative or group action. Further, you agree not to participate in, seek to recover in, or assist in any litigation or investigation by other persons or entities against the California Fair Employment Released Parties, except as required by law. Nothing in this Agreement precludes you from participating in any investigation or proceeding before any government agency or body. However, while you may file a charge and Housing Act (participate in any such proceeding, by signing this Agreement, you waive any right to bring a lawsuit against the Released Parties and waive any right to any individual monetary recovery in any such proceeding or lawsuit. Nothing in this Agreement is intended to impede your ability to report possible securities law violations to the government, or to receive a monetary award from a government administered whistleblower-award program. You do not need the prior authorization of the Company to make any such reports or disclosures or to participate or cooperate in any governmental investigation, action or proceeding, and you are not required to notify the Company that you have made such reports and disclosures or have participated or cooperated in any governmental investigation, action or proceeding. Nothing in this Agreement waives your right to testify or prohibits you from testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment when you have been required or requested to attend the proceeding pursuant to a court order, subpoena or written request from an administrative agency or an applicable governmental body. This waiver and release covers only those claims that arose prior to your execution of this Agreement. The waiver and release contained in this Agreement does not apply to any claim which, as amended)a matter of law, cannot be released by private agreement. If any provision of the waiver and release contained in this Agreement is found to be unenforceable, it shall not affect the enforceability of the remaining provisions and a court shall enforce all remaining provisions to the full extent permitted by law.
Appears in 5 contracts
Sources: Employment Agreement (Weave Communications, Inc.), Employment Agreement (Weave Communications, Inc.), Employment Agreement (Weave Communications, Inc.)
General Release. In exchange for the severance benefits and other consideration to be provided to me under by the Employment Executive Severance Benefits Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge release the Company and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, stockholders, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign my signing this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a1) all claims arising out of or in any way related to my employment with the CompanyCompany or its affiliates, or the termination of that employment; (b2) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany or its affiliates; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d4) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Employee Retirement Income Security Act (“FMLA”), the California Labor Code of 1974 (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (2) any claims for coverage under any Directors’ and Officers’ insurance policy maintained by the Company; and (3) any rights which are not waiveable as a matter of law. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.
Appears in 5 contracts
Sources: Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc), Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc), Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), Arizona wage and hour laws (A.R.S. §23-101 et seq.), the California Labor Code (as amended)Arizona Civil Rights Act, and the California Fair Employment and Housing Act Arizona Constructive Discharge Statute (as amendedA.R.S. §23-1502).
Appears in 5 contracts
Sources: Employment Agreement (HTG Molecular Diagnostics, Inc), Employment Agreement (HTG Molecular Diagnostics, Inc), Employment Agreement (HTG Molecular Diagnostics, Inc)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a1) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b2) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d4) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).
Appears in 4 contracts
Sources: Employment Agreement (Xencor Inc), Executive Employment Agreement (Xencor Inc), Employment Agreement (Xencor Inc)
General Release. In exchange for the consideration certain severance and other post-employment benefits to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveAgreement, I hereby generally waive and completely releaserelease the Company, acquit its parents, subsidiaries, predecessors, successors and forever discharge the Company and its parent, subsidiaryaffiliates, and affiliated each of such entities’ officers, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholdersmanagers, partnersmembers, employees, agents, attorneys, insurers, affiliates representatives and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities liabilities, demands, causes of action, attorneys’ fees, damages, or obligations of every kind and obligationsnature, both whether known and or unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring arising at any time prior to and including the date that I sign this Release of Claims (collectively, the “Released ClaimsRelease”). The Released Claims includeThis general release includes, but are is not limited to: (a) all claims directly or indirectly arising out of or in any way related to connected with my employment with the Company, Company or the termination of that employmentemployment relationship; (b) all claims or demands related to my compensation or benefits from the Company, including salary, bonuses, fees, retirement contributions, profit-sharing rights, profit distributions, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany or any of its affiliated entities, vacation pay, fringe benefits, expense reimbursements or any other form of compensation or benefit; (c) all claims for breach pursuant to any federal, state or local law, statute or cause of contractaction in any jurisdiction, wrongful terminationincluding, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraudto, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 (as amended)1990, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the federal Age Discrimination in Employment Act of 1967 1967, the Equal Pay Act of 1963, the Fair Labor Standard Act, South Dakota Codified Laws § 20-13-10 (as amended) (the “ADEA”1984), each as amended to date, tort law, contract law, wrongful discharge, discrimination, harassment, fraud, defamation, emotional distress, or claims for breach of fiduciary duty. Notwithstanding the federal Family and Medical Leave Act foregoing, nothing in paragraph shall release: (“FMLA”)i) any rights I have under the Agreement; (ii) any rights to indemnification I have pursuant to any written indemnification agreement to which I am a party or third party beneficiary, the California Labor Code certificate of incorporation or Bylaws of the Company, or under applicable law; or (iii) any rights which cannot be waived as amended)a matter of law. In addition, I understand that nothing in this release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any analogous state or federal agency, except that I acknowledge and the California Fair Employment and Housing Act (as amended)agree that I shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released herein.
Appears in 4 contracts
Sources: Executive Employment Agreement (KL Energy Corp), Executive Employment Agreement (KL Energy Corp), Executive Employment Agreement (Omni Bio Pharmaceutical, Inc.)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the release Company and its parent, subsidiary, present and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign my signing this Release (collectively, the “Released Claims”)Release. The Released Claims includeThis general release includes, but are is not limited to: (a) all claims arising out of or in any way related to my employment with the Company, Company or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, Severance Benefits, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended), and any corresponding German laws. Notwithstanding the release in the preceding sentence, I am not releasing (a) any right of indemnification I may have in my capacity as an employee, officer and/or director of Company pursuant to any express indemnification agreement, (b) any rights I may have as an owner and/or holder of Company’s common stock and stock options, and (c) any rights I may have as a beneficiary of the D&O insurance obtained by Company as required by the terms of the Agreement. Excluded from this Release are any claims which cannot be waived by law. I am waiving, however, my right to any monetary recovery should any agency, such as the EEOC, pursue any claims on my behalf.
Appears in 3 contracts
Sources: Executive Employment Agreement (Micromet, Inc.), Executive Employment Agreement (Micromet, Inc.), Executive Employment Agreement (Micromet, Inc.)
General Release. In exchange for the severance benefits and other consideration to be provided to me under by the Employment Third Amended and Restated Executive Severance Benefits Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge release the Company and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, stockholders, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign my signing this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a1) all claims arising out of or in any way related to my employment with the CompanyCompany or its affiliates, or the termination of that employment; (b2) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany or its affiliates; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d4) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Employee Retirement Income Security Act (“FMLA”), the California Labor Code of 1974 (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; or (2) any rights which are not waiveable as a matter of law. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.
Appears in 3 contracts
Sources: Executive Severance Benefits Agreement, Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc), Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc)
General Release. In exchange ▇▇▇▇▇▇, for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivehimself and his representatives, I heirs, and assigns, hereby generally and completely release, acquit releases and forever discharge the Company discharges KM, and its any present or former parent, subsidiarysister, affiliate or subsidiary company, partnership, limited partnership or entity, and affiliated entities, and investors, along with each of its and their predecessors and successors and their respective directorsshareholders, unit holders, partners, general partners, limited partners, officers, directors, employees, shareholders, stockholders, partners, agents, attorneysrepresentatives, insurerslegal representatives, affiliates accountants, successors, predecessors, and assigns (collectively, the “Released Parties”"KM Releasees"), from all claims, demands, and actions of any nature, known or unknown, which ▇▇▇▇▇▇ may have against the KM Releasees as of the Effective Date of this Further Release, and from specifically, but not limited to, any and all claims, liabilities and obligations, both known and or unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims manner arising out of or in involving any way related to my aspect of his employment with any of the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful terminationKM Releasees, and breach of the implied covenant of good faith and fair dealing; (d) all tort claimsincluding, including but not limited to to, any rights or claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended)Texas Anti-Discrimination Act, the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act ("ADEA"); Title VII of 1967 the Civil Rights Act of 1964; the Vocational Rehabilitation Act; the Americans with Disabilities Act; Executive Order 11246; the Civil Rights Act of 1871; the National Labor Relations Act; the Worker Adjustment and Retraining Notification Act; the Employee Retirement Income Security Act of 1974; the Equal Pay Act (all as amended) (may have been or may be amended from time to time); and any and all other municipal, state, and/or federal statutory, executive order, or constitutional provisions pertaining to employment, an employment relationship, sexual harassment and/or employee benefits; provided, however, that this release and waiver shall not apply to any rights which, by law, may not be waived, or any rights expressly set forth in the “ADEA”)Agreement. This release and waiver also specifically includes, but is not limited to, any known or unknown claims in the nature of tort, statutory law, common law or contract claims, including specifically but not limited to any claim of wrongful refusal to hire, wrongful discharge, retaliatory discharge, unpaid wages, unpaid vacation, unpaid bonuses, unvested stock or stock options, unpaid benefits, intentional or negligent infliction of emotional distress, defamation, or other such claims in any manner arising out of or involving any aspect of ▇▇▇▇▇▇'▇ employment, the federal Family terms and Medical Leave Act (“FMLA”)conditions of such employment, the California Labor Code (as amended)or termination of employment with KM. This release also includes, without limitation, any and all known or unknown claims concerning attorney fees, costs, and any and all other expenses related to the California Fair Employment and Housing Act (as amended)claims released herein.
Appears in 3 contracts
Sources: Resignation and Non Compete Agreement (Kinder Morgan Management LLC), Resignation and Non Compete Agreement (Kinder Morgan Inc), Resignation and Non Compete Agreement (Kinder Morgan Energy Partners L P)
General Release. In exchange consideration for the consideration separation pay and benefits to be provided to me under the Section of my employment agreement dated [INSERT DATE] (“Employment Agreement”), (to which this Waiver and Release Agreement that I am not otherwise entitled has been attached) (such pay and benefits hereinafter collectively referred to receiveas “Separation Compensation”), I I, on behalf of myself and my heirs, executors, administrators, attorneys and assigns, hereby generally and completely releasewaive, acquit release and forever discharge inVentiv Health, Inc. (hereinafter referred to as the Company “Company”) and its the Company’s parent, subsidiarysubsidiaries, divisions and affiliated entitiesaffiliates, and investorswhether direct or indirect, along with its and their predecessors joint ventures and successors joint venturers (including its and their respective directors, officers, employees, shareholders, stockholdersmembers, partners, partners and agents, attorneyspast, present, and future, insurers, affiliates employee benefit plans), and each of its and their respective predecessors, successors and assigns (collectively, the hereinafter collectively referred to as “Released PartiesReleasees”), of and from any and all claimsknown or unknown actions, causes of action, claims or liabilities and obligations, both known and unknown, that arise from of any kind which have or are in any way could be asserted against the Releasees arising out of or related to events, acts, conduct, or omissions occurring at my employment with and/or separation from employment with the Company and/or any time prior of the other Releasees and/or any other occurrence up to and including the date that I sign of this Waiver and Release (collectivelyAgreement, the “Released Claims”). The Released Claims includeincluding, but are not limited to: :
(a) all claims claims, actions, causes of action or liabilities arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach under Title VII of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (Act, as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (Act, as amended) amended (the “ADEA”), the federal Employee Retirement Income Security Act, as amended, the Rehabilitation Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, Worker Adjustment and Retraining Notification Act, as amended, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ Consumer Protection and Wall Street Reform Act, the False Claims Act, and/or any other federal, state, municipal, or local employment discrimination statutes or ordinances (including, but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or
(b) claims, actions, causes of action or liabilities arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or
(c) claims for violation of the Massachusetts Minimum Fair Wages Act (“FMLA”Mass. Gen. Laws ch. 151), the California Labor Code Massachusetts Payment of Wages Act (as amendedMass. Gen. Laws ch. 149), or any other applicable state wage and hour law, and the California federal Fair Employment and Housing Labor Standards Act (as amended29 U.S.C. § 201 et seq.), including claims regarding entitlement to or timely payment of any wages, unpaid wages, unpaid accrued vacation or paid time off, expenses, overtime, commissions, bonuses, piece rate, penalties, and/or other compensation; and/or
(d) any other claim whatsoever including, but not limited to, claims for severance pay under any voluntary or involuntary severance/separation plan, policy or program maintained by the Releasees, claims for bonuses, claims for expense reimbursement, claims for attorneys’ fees, claims based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, negligence and/or any other common law, statutory or other claim whatsoever arising out of or relating to my employment with and/or separation from employment with the Company and/or any of the other Releasees.
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement (Campbell Alliance, Ltd.)
General Release. In exchange consideration for receiving the consideration severance benefits and payment described in Section 3 and Section 4 above, and for other good and valuable consideration, the sufficiency of which you hereby acknowledge, you hereby waive and release to be provided to me under the Employment Agreement that I am not otherwise entitled to receivemaximum extent permitted by applicable law any and all claims or causes of action, I hereby generally and completely releasewhether known or unknown, acquit and forever discharge against the Company and and/or its parentpredecessors, subsidiarysuccessors, and past or present subsidiaries, affiliated entitiescompanies, and investors, along with its and their predecessors and successors and their branches or related entities (collectively, including the Company, the “Entities”) and/or the Entities’ respective directorspast, present, or future insurers, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneys, insurersemployees, affiliates stockholders, assigns and assigns employee benefit plans (collectivelycollectively with the Entities, the “Released Parties”), of and from with respect to any and all claimsmatter, liabilities and obligationsincluding, both known and unknownwithout limitation, that arise from or are in any way matter related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my your employment with the Company, Company or the termination of that employment; (b) all employment relationship. This waiver and release includes, without limitation, claims related to my compensation or benefits from the Companywages, including salaryovertime or minimum wages, bonuses, commissionsincentive compensation, other incentive equity compensation, vacation pay or any other compensation or benefits; any claims for failure to provide accurate itemized wage statements, failure to timely pay final pay or failure to provide meal or rest breaks; claims for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment or employment classification, claims under the Employee Retirement Income Security Act (ERISA); claims for attorneys’ fees or costs; claims for penalties; any and the redemption thereof, expense reimbursements, fringe benefits, all claims for stock, stock options, options or any other ownership or equity interests in securities of the Company; (c) all claims for of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to any claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliationor retaliation based on sex, attorneys’ feesage, penaltiesrace, national origin, disability or on any other claims arising protected basis, under Title VII of the federal Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 1967, the Americans with Disabilities Act, the Maryland anti-discrimination laws (Title 20 of the State Government Article of the Maryland Annotated Code), the Fair Employment Practices Act of the State of Maryland, or any other federal, state, or local law prohibiting discrimination, harassment and/or retaliation, and all other federal, state and local laws, ordinances and regulations. You covenant not to sue the Released Parties for any of the claims released above, agree not to participate in any class, collective, representative, or group action that may include any of the claims released above, and will affirmatively opt out of any such class, collective, representative or group action. Further, you agree not to participate in, seek to recover in, or assist in any litigation or investigation by other persons or entities against the Released Parties, except as amendedrequired by law. Nothing in this Agreement precludes you from participating in any investigation or proceeding before any government agency or body. However, while you may file a charge and participate in any such proceeding, by signing this Agreement, you waive any right to bring a lawsuit against the Released Parties and waive any right to any individual monetary recovery in any such proceeding or lawsuit. Nothing in this Agreement is intended to impede your ability to report possible securities law violations to the government, or to receive a monetary award from a government administered whistleblower-award program. You do not need the prior authorization of the Company to make any such reports or disclosures or to participate or cooperate in any governmental investigation, action or proceeding, and you are not required to notify the Company that you have made such reports and disclosures or have participated or cooperated in any governmental investigation, action or proceeding. Nothing in this Agreement waives your right to testify or prohibits you from testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment when you have been required or requested to attend the proceeding pursuant to a court order, subpoena or written request from an administrative agency or an applicable state legislature. This waiver and release covers only those claims that arose prior to your execution of this Agreement. The waiver and release contained in this Agreement does not apply to (i) your indemnification rights under the Indemnification Agreement entered into by and between you and the Company dated January 7, 2021 (the “ADEAIndemnification Agreement”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), ) and the California Fair Employment Company’s internal governing documents, or (ii) any claim which, as a matter of law, cannot be released by private agreement. If any provision of the waiver and Housing Act (as amended)release contained in this Agreement is found to be unenforceable, it shall not affect the enforceability of the remaining provisions and a court shall enforce all remaining provisions to the full extent permitted by law.
Appears in 2 contracts
Sources: Separation Agreement (Clover Health Investments, Corp. /De), Separation Agreement (Clover Health Investments, Corp. /De)
General Release. In exchange for As a material inducement to the Company to enter into this Agreement, and in consideration to be provided to me under of the Employment Agreement that I am not otherwise entitled to receivegood and valuable consideration contained herein, I the receipt and sufficiency of which is hereby generally acknowledged, you, on behalf of yourself, your heirs, administrators, representatives, executors, successors, and completely assigns, hereby irrevocably and unconditionally release, acquit acquit, and forever discharge the Company Sheffield Pharmaceuticals, Inc. and its parentpredecessors (including without limitation Sheffield Medical Technologies Inc.), subsidiaryparents, subsidiaries, affiliates, divisions, successors and assigns, and affiliated entities, all of their current and investors, along with its and their predecessors and successors and their respective directorsformer agents, officers, directors, employees, shareholdersmembers, stockholderstrustees, partnersfiduciaries, agents, attorneys, insurers, affiliates representatives and assigns attorneys (collectively, the “"Released Parties”), of and ") from any and all charges, complaints, claims, liabilities and liabilities, obligations, both promises, agreements, damages, causes of action, suits, demands, losses, debts, and expenses of any nature whatsoever, known and unknownor unknown ("Claims") which you have, that arise from had or are in claim to have against any way related to events, acts, conduct, or omissions occurring at any time prior Released Party up to and including the date that I you sign this Agreement. This General Release (collectively, the “Released Claims”). The Released of Claims shall include, but are not limited to: (a) all claims arising out of or in any way related without limitation, Claims relating to my your employment and separation from employment with the Company, or Claims of discrimination under the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, common law or any other ownership federal or equity interests in state statute (including, without limitation, the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (1964, the Americans with Disabilities Act and the Age Discrimination in Employment Act, all as amended), Claims for wrongful discharge, Claims for the federal Americans with Disabilities Act payment of 1990 any salary, wages, vacation time, bonuses or commissions, Claims for severance or other benefits (other than as amendedspecifically set forth in paragraphs 2, 3 and 4 herein), the federal Age Discrimination in Employment Act Claims of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended)detrimental reliance, and all other statutory, common law or other Claims of any nature whatsoever. This General Release of Claims does not apply to any Claims concerning a breach of this Agreement, including the California Fair Employment and Housing Act (option letter agreements referred to in Paragraph 4 as amended)amended by this Agreement, or any claims arising after the date you sign this Agreement. With respect to the Claims you are waiving herein, you acknowledge that you are waiving your right to receive money or any other relief in any action instituted by you or on your behalf by any other person, entity or government agency.
Appears in 2 contracts
Sources: Severance Agreement (Sheffield Pharmaceuticals Inc), Severance Agreement (Sheffield Pharmaceuticals Inc)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveand other conditions set forth in this Agreement, I you hereby generally and completely releaserelease the Company, acquit and forever discharge the Company and its parent, subsidiary, and each of their affiliated entities, and investors, along with its and their predecessors and successors and their respective current and former directors, officers, employees, shareholders, stockholders, partners, general partners, limited partners, managers, members, managing directors, operating affiliates, agents, attorneys, predecessors, successors, Company and subsidiary entities, insurers, affiliates assigns and assigns affiliated entities (collectively, the “Released Parties”), ) of and from any and all claims, liabilities and obligations, both known and unknown, that arise arising from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including or on the date that I you sign this Release Agreement (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of from or in any way related to my your employment or other participation in connection with any of the CompanyReleased Parties, or the termination of that employmentemployment or participation, including all claims under the Severance Agreement; (b) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, change-in- control payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Companyprofit sharing; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Employee Retirement Income Security Act of 1974 (“FMLAERISA”)) (including, the California Labor Code (as amendedbut not limited to, claims for breach of fiduciary duty under ERISA), and the California Fair Employment and Housing Older Workers Benefit Protection Act (as amendedthe “OWBPA”). In giving the releases set forth above, which include claims which may be unknown to you at present, you hereby expressly waive and relinquish all rights and benefits under any law or legal principle in any jurisdiction with respect to your release of claims herein, including but not limited to the release of unknown and unsuspected claims. Notwithstanding anything to the contrary in this Paragraph 4, you are not prohibited from making or asserting and you are not waiving: (i) your rights under this Agreement; (ii) any claims for unemployment compensation, workers’ compensation or state disability insurance benefits pursuant to the terms of applicable state laws; (iii) any claim for vested benefits under any Company-sponsored retirement or welfare benefit plan; (iv) any other right that may not be released under applicable law; and (v) your rights, if any, to indemnification pursuant to the Company’s organizational documents or any D&O insurance policy.
Appears in 2 contracts
Sources: Executive Transition and Separation Agreement (Idera Pharmaceuticals, Inc.), Executive Transition and Separation Agreement (Idera Pharmaceuticals, Inc.)
General Release. In exchange consideration for the Severance Compensation extended to Executive hereunder, which consideration is in excess of anything of value to which Executive may already be provided to me under entitled without this Release, the Employment Agreement that I am not otherwise entitled to receivesufficiency of which is hereby acknowledged, I Executive, on behalf of himself and his heirs, estates, executors, administrators, successors and assigns, does hereby generally irrevocably and completely unconditionally release, acquit and forever discharge the Company MNB Corporation, Merchants Bank of Bangor, Fidelity D&D Bancorp, Inc. and its parentFidelity Deposit and Discount Bank and all of their subsidiaries, subsidiary, affiliates and affiliated related entities, and investors, along with its and their predecessors and successors and all of their respective Boards, directors, officers, employees, shareholders, stockholders, partnersaffiliates, agents, contractors, consultants, attorneys, insurers, affiliates representatives and assigns (collectivelyemployees, the “Released Parties”)past and present, of collectively or individually, and their successors and assigns, from any and all claims, liabilities demands, losses, liabilities, and obligationscauses of action of any nature or kind whatsoever related to Executive's employment with Merchants Bank and/or Fidelity Bank or separation therefrom, both known and or unknown, that arise from suspected or are in any way related unsuspected, which arose or accrued on or before the effective date of this Agreement (hereafter collectively referred to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the as “Released Claims”). The Released Claims includeThis General Release includes all claims, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Companywithout limitation, or the termination of that employment; (b) all claims related to my compensation or benefits from the Companyfor discrimination, including salarywrongful discharge, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract (whether express or implied), interference with contract, wrongful termination, and breach of the fiduciary duty, breach of implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, fraud, misrepresentation, conspiracy, defamation, claims arising under the Civil Rights Acts of 1964 and discharge 1991, as amended, the Age Discrimination in violation of public policy; Employment Act, as amended, Older Workers Benefit Protection Act, National Labor Relations Act, Fair Labor Standards Act, Federal Equal Pay Act, Immigration Reform and (e) all federalControl Act, stateUniformed Services Employment 2 and Reemployment Rights Act, Genetic Information Non-Discrimination Act, Employee Retirement Income Security Act(s), Family and Medical Leave Act, Worker Adjustment Retraining and Notification Act, the Pennsylvania Human Relations Act, the Pennsylvania Wage Payment and Collection Law, the Pennsylvania Minimum Wage Act and any other state or local plant closing laws, fair employment practices acts, wage payment and collection laws, minimum wage acts, equal pay acts, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or any and all other claims arising under federal, state or local law, rule, regulation, constitution, ordinance, common law or public policy, whether known or unknown, arising up to and including the federal Civil Rights Act date of 1964 execution of this Agreement. BY SIGNING THIS AGREEMENT, EXECUTIVE AGREES TO GIVE UP, OR WAIVE, ANY RIGHTS OR CLAIMS EXECUTIVE MAY HAVE HAD UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, 29 U.S.C. §621 et. seq., AS AMENDED, OR ANY OTHER STATUTE OR OTHER LAW, BASED ON ACTIONS OF THE MERCHANTS ENTITIES AND/OR FIDELITY ENTITIES WHICH OCCURRED UP THROUGH THE DATE EXECUTIVE SIGNS THIS AGREEMENT. This General Release excludes, and Executive does not waive, release, or discharge: (as amended)1) any right to file an administrative charge or complaint with, or to participate in an investigation or proceeding conducted by, the federal Americans with Disabilities Act Equal Employment Opportunity Commission or National Labor Relations Board (although Executive agrees that Executive shall not seek, accept or be entitled to any monetary relief, whether for Executive individually or as a member of 1990 a class or group arising from any such charge, complaint or investigation pursued by Executive or on Executive’s behalf, individually or as a member of a class or group); (2) claims which cannot be waived by law; and (3) any rights to vested benefits, such as amended)pension or retirement benefits, the federal Age Discrimination in Employment Act rights to which are governed by the terms of 1967 (as amended) (the “ADEA”)applicable plan documents and/or award agreements; and further provided, that this General Release does not extend to claims that may arise after the federal Family date of execution of this Agreement. Executive acknowledges that Executive has been fully compensated for all hours worked during Executive’s employment, up to and Medical Leave Act (“FMLA”), including the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)date of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Fidelity D & D Bancorp Inc), Merger Agreement (Fidelity D & D Bancorp Inc)
General Release. In exchange For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned (“Executive”), for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivehimself, I hereby generally his spouse, heirs, administrators, children, representatives, executors, successors, assigns, and completely releaseall other persons claiming through Executive, acquit if any (collectively, “Releasers”), knowingly and voluntarily releases and forever discharge the Company and discharges Molson Coors Brewing Company, its parentaffiliates, subsidiarysubsidiaries, and affiliated entitiesdivisions, and investors, along with its and their predecessors and successors and their respective directorsassigns and the current, future and former employees, officers, employeesdirectors, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates trustees and assigns agents thereof (collectively, the collectively referred to throughout this General Release as “Released PartiesCompany”), of and ) from any and all claims, causes of action, demands, fees and liabilities and obligationsof any kind whatsoever, both whether known and unknown, that arise from against Company, Executive has, has ever had or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including may have as of the date that I sign of execution of this Release (collectivelyGeneral Release, the “Released Claims”). The Released Claims includeincluding, but are not limited to, any alleged violation of: (a) all claims arising out of or in any way related to my employment with the Company• The National Labor Relations Act, or the termination of that employmentas amended; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach • Title VII of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (1964, as amended); • The Civil Rights Act of 1991; • Sections 1981 through 1988 of Title 42 of the United States Code, the federal as amended; • The Employee Retirement Income Security Act of 1974, as amended; • The Immigration Reform and Control Act, as amended; • The Americans with Disabilities Act of 1990 (1990, as amended), the federal ; • The Age Discrimination in Employment Act of 1967 (1967, as amended) (the “ADEA”); • The Older Workers Benefit Protection Act of 1990; • The Worker Adjustment and Retraining Notification Act, the federal as amended; • The Occupational Safety and Health Act, as amended; • The Family and Medical Leave Act of 1993; • Any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance; or • Any public policy, contract, tort, or common law. Notwithstanding anything herein to the contrary, this General Release shall not apply to: (“FMLA”), the California Labor Code (i) Executive’s rights of indemnification and directors and officers liability insurance coverage to which he was entitled immediately prior to DATE with regard to his service as amended), and the California Fair Employment and Housing Act (as amended).an officer of
Appears in 2 contracts
Sources: Employment Agreement (Molson Coors Brewing Co), Employment Agreement (Molson Coors Brewing Co)
General Release. In exchange for the consideration to be provided to me under the Employment you by this Agreement that I am you are not otherwise entitled to receive, I including but not limited to the Severance Benefits, you hereby generally and completely release, acquit and forever discharge release the Company and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign your signing this Release (collectively, the “Released Claims”)Agreement. The Released Claims includeThis general release includes, but are is not limited to: (a) all claims arising out of or in any way related to my your employment with the Company, Company or the termination of that employment; (b) all claims related to my your compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, nothing in this Agreement shall prevent you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing, except that you acknowledge and agree that you shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released herein.
Appears in 2 contracts
Sources: Separation Agreement (Onyx Pharmaceuticals Inc), Severance Agreement (Onyx Pharmaceuticals Inc)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement Employee covenants and agrees that I am not otherwise entitled to receiveEmployee hereby irrevocably and unconditionally releases, I hereby generally and completely release, acquit acquits and forever discharge the Company and its parentdischarges Lowe’s, subsidiaryas well as each of Lowe’s officers, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholdersparents, stockholderssubsidiaries, partnersor related entities and agents (Lowe’s and Lowe’s officers, agentsdirectors, attorneysemployees, insurers, affiliates subsidiaries and assigns (collectively, agents being collectively referred to herein as the “Released PartiesReleasees”), or any of and them, from any and all charges, complaints, claims, liabilities and liabilities, obligations, both known promises, demands, costs, losses, debts, and unknownexpenses (including attorney fees and costs actually incurred), that arise from of any nature whatsoever, in law or are in any way related to eventsequity, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my Employee’s employment with the Company, Lowe’s or the termination of that employment; Employee’s employment with Lowe’s (b) other than any claim arising out of the breach by Lowe’s of the terms of this Agreement), including, without limitation, all claims related to my compensation asserted or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or that could be asserted by Employee against Lowe’s in any other ownership or equity interests litigation arising in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and or municipal court asserting any claim arising from any alleged violation by the Releasees of any federal, state, or local statutory claimsstatutes, including ordinances, or common law, including, but not limited to claims for discriminationto, harassmentthe Age Discrimination in Employment Act, retaliation, attorneys’ fees, penalties, or other claims arising under Title VII of the federal Civil Rights Act of 1964 (as amended)1964, the federal Equal Pay Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1990 (as amended)1974, the federal Age Discrimination in Employment Rehabilitation Act of 1967 (as amended) (the “ADEA”)1973, the federal Civil Rights Act of 1991, the Family and Medical Leave Act, the Civil Rights Act of 1866, the ▇▇▇▇-▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and any other employment discrimination laws, as well as any other claims based on constitutional, statutory, common law, or regulatory grounds, as well as any claims based on theories of retaliation, wrongful or constructive discharge, breach of contract or implied covenant, fraud, misrepresentation, intentional and/or negligent infliction of emotional distress, or defamation (“FMLAClaim” or “Claims”), which Employee now has, owns, or holds, or claims to have, own, or hold, or which Employee had, owned, or held, or claimed to have, own or hold at any time before execution of this Agreement, against any or all of the California Labor Code (as amended)Releasees. Notwithstanding the foregoing, however, Employee specifically does not release any right to or claim for payment of any and all vested and nonforfeitable benefits, payments, or stock rights, including all rights, if any, under the California Fair Employment and Housing Act (as amended)Lowe’s 401(k) Plan, ▇▇▇▇’▇ Companies Benefit Restoration Plan, ▇▇▇▇’▇ Companies Cash Deferral Plan, ▇▇▇▇’▇ Companies Employee Stock Ownership Plan or ▇▇▇▇’▇ Companies Employee Stock Purchase Plan - Stock Options for Everyone, and, further, no release is given with respect to any claim upon which a whistleblower award may be based.
Appears in 2 contracts
Sources: Release and Separation Agreement (Lowes Companies Inc), Retention Agreement (Lowes Companies Inc)
General Release. In exchange for Severance Payments, Pro-Rata Bonus Amount, COBRA Premiums, Accelerated Vesting, or Special Cash Payments (as the case may be) and other consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely releaserelease Xos Fleet, acquit and forever discharge the Company Inc. and its parent, subsidiary, present and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign my signing this Release (collectively, the “Released Claims”)Agreement. The Released Claims includeThis general release includes, but are is not limited to: (a) all claims arising out of or in any way related to my employment with the Company, Employer or the termination of that employment; (b) all claims related to my compensation or benefits from the CompanyEmployer, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyEmployer; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; claims arising from the Agreement (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).
Appears in 2 contracts
Sources: Executive Employment Agreement (Xos, Inc.), Executive Employment Agreement (Xos, Inc.)
General Release. In exchange for the severance benefits and other consideration to be provided to me under by the Employment Executive Severance Benefits Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge release the Company and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, stockholders, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign my signing this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a1) all claims arising out of or in any way related to my employment with the CompanyCompany or its affiliates, or the termination of that employment; (b2) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany or its affiliates; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d4) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Employee Retirement Income Security Act (“FMLA”), the California Labor Code of 1974 (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; or (2) any rights which are not waiveable as a matter of law. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.
Appears in 2 contracts
Sources: Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc), Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not Except as otherwise entitled to receiveset forth in this Agreement, I Employee hereby generally releases, acquits and completely release, acquit and forever discharge discharges the Company and its parent, subsidiarysubsidiaries and affiliates, and affiliated entitiestheir officers, and investors, along with its and their predecessors and successors and their respective directors, officersagents, employees, attorneys, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligationsobligations of every kind and nature, both in law, equity or otherwise, known and or unknown, that arise from suspected or are in any way related to eventsunsuspected, actsdisclosed and undisclosed, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with Employee’s employment with the Company, Company or the termination of that employment; (b) all claims or demands related to my compensation or benefits from the Company, including salary, bonusesincentive payments, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefitsbonuses, stock, stock options, or any other ownership or equity interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; (c) all claims for breach pursuant to federal, state or local law, statute or cause of contractaction including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of 1990, as amended; tort law; contract law; wrongful termination, discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the implied covenant of implied good faith and fair dealing; (d) all tort claims. Nothing in this Agreement shall be construed to prohibit Employee from commencing, instituting, participating, providing truthful information, or otherwise assisting in any investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission or any other Federal, State, or local government agency. For the avoidance of doubt, nothing herein prevents Employee from receiving any whistleblower or similar award. Further, this release shall not be deemed to affect a release of any claim that may not be released by law, including but not limited rights to claims for fraud, defamation, emotional distressunemployment or workers’ compensation, and discharge rights to vested benefits governed by ERISA, nor shall it be deemed to affect a release of any right to enforce the terms of this Agreement. Employee represents and warrants that Employee has not previously filed or joined in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)any claim released herein.
Appears in 2 contracts
Sources: Executive Employment Agreement (Comscore, Inc.), Executive Employment Agreement (Comscore, Inc.)
General Release. In exchange consideration for receiving the Severance Payment and other benefits described above, the sufficiency of which as consideration you hereby acknowledge, to be provided the fullest extent permitted by applicable law, you waive, release and promise never to me under the Employment Agreement that I am assert any claims or causes of action, whether or not otherwise entitled to receivenow known, I hereby generally and completely release, acquit and forever discharge against the Company and its parent, subsidiary, and affiliated or any of their related entities, and investorsaffiliated companies, along with its and their predecessors and predecessors, successors and their respective or past or present subsidiaries, stockholders, directors, officers, employees, shareholdersconsultants, stockholders, partnersattorneys, agents, attorneys, insurers, affiliates assigns and assigns employee benefit plans (collectively, collectively the “Released PartiesReleasees”)) with respect to any matter, of and from including (without limitation) any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way matter related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my your employment with the Company, Company or any other of the Releasees or the termination of that employment; , including (bwithout limitation) all claims or demands related to my compensation or benefits from the Companybase pay, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, stock-based compensation or any other equity and/or ownership or equity interests in the Company; (c) all , vacation/paid time off, fringe benefits, expense reimbursements, severance pay or any other form of compensation, attorneys’ fees or costs, claims for of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract, wrongful termination, and contract or breach of the implied covenant of good faith and fair dealing; (d) all tort claimsdealing and any claims of discrimination or harassment based on sex, including but not limited to claims for fraudage, defamationrace, emotional distressnational origin, and discharge in violation disability or any other basis under Title VII of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 1964, the California Fair Employment and Housing Act, the California Labor Code, the Private Attorneys General Act (as amended“PAGA”), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 1967, the Americans with Disabilities Act, the Fair Labor Standards Act, the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended (as amended) (the “ADEAERISA”), the federal Family Workers Adjustment and Medical Leave Retraining Notification Act and all other laws and regulations relating to employment. However, this release covers only those claims that arose prior to the execution of this Agreement and only those claims that may be waived by applicable law. Execution of this Agreement does not bar (a) any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement, (b) any claim for coverage under any D&O or other insurance policy, (c) any claim to indemnification under Section 2802 of the California Labor Code, any agreement with the Company or otherwise, (d) any right you have to file or pursue a claim for workers’ compensation or unemployment insurance, or (e) any rights which are not waivable as a matter of law. You covenant not to sue any of the Releasees for any of the claims released above, agree not to participate in any class, collective, representative, or group action that may include any of the claims released above, and will affirmatively opt out of any such class, collective, representative or group action. Further, you agree not to participate in, seek to recover in, or assist in any litigation or investigation by other persons or entities against any of the Releasees, except as required by law. You understand that this Agreement does not limit your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (each, a “FMLAGovernment Agency”), except that you acknowledge and agree and hereby waive your right to any monetary benefits in connection with any such claim, charge or proceeding before the California Labor Code (as amended)Equal Employment Opportunity Commission, the Securities and Exchange Commission, or any analogous federal, state or other government agency, to the California Fair Employment extent allowed by applicable law. You further understand that this Agreement does not limit your ability to communicate with, or otherwise participate in any investigation or proceeding that may be conducted by, a Government Agency. Notwithstanding anything to the contrary herein, this Agreement does not limit your right to receive a statutory award for information provided to the Securities and Housing Act (as amended)Exchange Commission.
Appears in 2 contracts
Sources: Separation Agreement (Life360, Inc.), Separation Agreement (Life360, Inc.)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive1.1 Executive unconditionally, I hereby generally irrevocably and completely release, acquit absolutely releases and forever discharge the Company and its parent, subsidiarydischarges Company, and any parent and subsidiary corporations, divisions and affiliated entitiescorporations, partnerships or other affiliated entities of Company, past and investorspresent, along with its and their predecessors and successors and their respective directorsas well as Company’s employees, officers, employeesdirectors, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “Released Parties”)) from: all 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 and from any Executive’s employment with Company, and all other losses, liabilities, claims, liabilities charges, demands and obligationscauses of action, both known and unknown, that arise from suspected and unsuspected, arising directly or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising indirectly out of or in any way related to my connected with Executive’s employment with Company. This release is intended to have the Companybroadest possible application and includes, or the termination of that employment; (b) all claims related to my compensation or benefits from the Companybut is not limited to, including salaryany tort, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful terminationcommon law, constitutional or other statutory claims arising under local, state and breach of the implied covenant of good faith and fair dealing; (d) all tort claimsfederal law, including including, but not limited to claims for fraudto, defamation, emotional distress, and discharge in violation alleged violations of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 (as amended)Act, and the federal Age Discrimination in Employment Act of 1967 1967, as amended (as amended) (the “ADEA”), all claims for reprisal and retaliation under federal and state law; any claims for back pay, front pay, liquidated damages, compensatory and punitive damages, and injunctive relief; and all claims for attorneys’ fees, costs and expenses. However, this general release is not intended to bar or release any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity and any challenge to the federal Family validity of Employee’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Separation Agreement.
1.2 Executive acknowledges and Medical Leave Act (“FMLA”)agrees that Executive may discover facts or law different from, or in addition to, the California Labor Code (as amended)facts or law that Executive knows or believes to be true with respect to the claims released in this Agreement and agree, nonetheless, that this Agreement and the releases contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them.
1.3 Executive declares and represents that Executive intends this Agreement to be complete and not subject to any claim of mistake, and that the California Fair Employment release herein expresses a full and Housing Act complete release of all claims, known and unknown, suspected and unsuspected and, regardless of the adequacy or inadequacy of the consideration, 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.
1.4 Executive 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.
1.5 The general release and other provisions contained in this Section 1 (the “Release”) and the terms of Section 2 below shall become effective immediately upon execution of this Agreement by the parties; provided, however, that to the extent the Release and the terms of Section 2 relate to age discrimination under the ADEA they shall not be effective until the Effective Date of this Agreement, as amended)described in Section 11.4 below.
Appears in 2 contracts
Sources: Change in Control Agreement (Thermo Fisher Scientific Inc.), Change in Control Agreement (Life Technologies Corp)
General Release. In exchange for the consideration to be severance payments and benefits provided to me under the Employment Agreement that I am not otherwise entitled to receivefor in Section 2, I hereby generally and completely release, acquit Executive releases and forever discharge discharges the Company and each of its parentsubsidiaries, subsidiaryaffiliates, officers, directors, employees, and affiliated entities, agents and investors, along with its and all of their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and "Releasees") from any and all claimsclaims that legally can be released that Executive may have against the Releasees, liabilities and obligations, both whether known and or unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my Executive's employment with the Company, Company or the termination of that employment; (b) all . This waiver and release of claims related to my compensation or benefits from the Companyis full and complete, including salaryand includes, bonuseswithout limitation, commissionsany claim of constructive discharge, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionsharassment, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach any claims under Title VII of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal 1964 Civil Rights Act of 1964 (as amended)Act, the federal Americans with With Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)Act, the federal Family and Medical Leave Act (“FMLA”)Act, the California Labor Code (as amended), and the California Fair Employment and Housing Act Act, the California Family Rights Act, the Employee Retirement Income Security Act, the state and federal Worker Adjustment Retraining and Notification Acts, or any other applicable federal, state, or local law, rule, regulation or order, claims for breach of contract or covenant, whether express or implied, negligent or intentional infliction of emotional distress, misrepresentation, fraud, breach of statute or public policy, defamation, or any claims alleging tort or other wrongful conduct under common law, as well as any claim for additional compensation in any form, including salary, bonus or incentive compensation, sick leave benefits, vacation benefits, compensatory time, severance pay, or otherwise and all other claims of any kind arising out of my employment, including claims for attorney's fees and costs. The matters that are the subject of the release referred to in this Section shall be referred to collectively as the "Released Matters". Notwithstanding the foregoing, Executive does not release the following claims and rights: (as amended)a) Executive's rights under this Agreement; (b) any claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (c) Executive's right, if any, to indemnity pursuant to the California Labor Code; or (d) any other claims determined by law to be non-waivable.
Appears in 2 contracts
Sources: Separation Agreement (Pharmacyclics Inc), Separation Agreement (Pharmacyclics Inc)
General Release. In exchange for For and in consideration of the consideration to be provided to me under Separation Benefits, together with other good and valuable consideration, the Employment Agreement that I am not otherwise entitled to receivesufficiency of which you hereby acknowledge, I you, on behalf of yourself and your heirs, executors, personal representatives, successors and assigns (each a “Releasor,” and collectively, the “Releasors”), hereby generally and completely release, acquit release and forever discharge the Company Company, and its parentcurrent and former parents, subsidiarysubsidiaries, affiliates, predecessors, successors, and affiliated entitiesany other related companies, and investorseach of these entities’ current and former owners, along with its and their predecessors and successors and their respective directors, officers, employeesmembers, managers, shareholders, stockholders, partners, agents, employees, contractors, attorneys, insurerssuccessors and assigns, affiliates in both their individual and assigns official capacities, as appropriate (each a “Released Party,” and collectively, the “Released Parties”), of and from any and all claims, liabilities and complaints, demands, actions, causes of action, suits, rights, debts, obligations, both judgments, damages, entitlements, liabilities, and expenses (including attorneys’ fees) of any kind or nature whatsoever (“Claims”) that any Releasors now have or ever had against any Released Party, whether known and or unknown, that arise from suspected or are in any way related to events, acts, conductunsuspected, or omissions occurring at any time prior to and including the date that I sign this Release concealed or apparent (collectively, the “Released Claims”). The For the avoidance of doubt, and without limiting the broad nature of the Released Claims includeClaims, but are not limited tothis Agreement releases each of the Released Parties from any and all Claims: (a1) all claims arising out of or in any way related to my your employment with the CompanyCompany or any other Released Party, or and the termination of that such employment; (b2) arising under any law relating to employment, including, but not limited to (all claims related as amended), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Equal Pay Act of 1963, the Immigration Reform and Control Act of 1986, the Genetic Information Nondiscrimination Act of 2008, the Civil Rights Act of 1866 (42 U.S.C. §§ 1981–1988), the Employee Retirement and Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the Uniform Services Employment and Reemployment Rights Act, and Chapter 21 of the Texas Labor Code, formerly known as the Texas Commission on Human Rights Act (Tex. Lab. Code §§ 21.001 to my compensation or benefits from the Company21.556); (3) for wages, including salarywage supplements, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionspaid time off, or any other ownership form of compensation or equity interests in the Companybenefit; (c4) all arising under any employee benefit plan, policy, or practice; (5) arising under tort, contract, or quasi-contract law, including but not limited to claims for of breach of an expressed or implied contract, wrongful terminationtortious interference with contract or prospective business advantage, and breach of the implied covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, retaliation, violation of public policy, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, or negligent or intentional infliction of emotional distress; (d6) all tort claimsfor monetary or equitable relief, including but not limited to claims for fraudattorneys’ fees, defamationback pay, emotional distressfront pay, and discharge in violation of public policyreinstatement, compensatory or punitive damages, liquidated damages, experts’ fees, medical fees or expenses, costs or disbursements; and (e7) all arising under any other federal, state, and or local statutory claimslaw, including but statute, amendment, rule, regulation, order, code, common law, policy, ordinance, or court decision. The Released Claims do not limited include any claim: (a) that arises exclusively after the date you execute this Agreement; (b) to vested rights under any of the Company’s employee benefit plans; or (c) that cannot be released under law, such as claims for discrimination, harassment, retaliation, attorneysstatutory unemployment benefits or workers’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)compensation benefits.
Appears in 2 contracts
Sources: Release Agreement (Integer Holdings Corp), Release Agreement (Integer Holdings Corp)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveEmployee unconditionally, I hereby generally irrevocably, and completely releaseabsolutely releases and discharges Company, acquit and forever discharge the Company any parent and its parentsubsidiary corporations, subsidiarydivisions, and affiliated entitiescorporations, partnerships, or other affiliated entities of Company, past and investorspresent, along with its and their predecessors and successors and their respective directorsas well as Company’s employees, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneyssuccessors, insurers, affiliates and assigns (collectively, the “Released Parties”), of from all known and from any and all unknown or suspected or unsuspected charges, claims, liabilities and grievances, liabilities, obligations, both promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known and or unknown, that arise from which either the Company or are in any way related to events, acts, conductEmployee has, or omissions occurring at any time prior may have had, against the other party, whether or not apparent or yet to and including the date that I sign this Release (collectivelybe discovered, the “Released Claims”). The Released Claims includeor which may hereafter develop, including, but are not limited to: (a) all claims , Employee’s employment with Company and the termination of Employee’s employment, arising directly or indirectly out of or in any way related to my connected with Employee’s employment with the Company. This Agreement resolves any claims for relief that could have been alleged, or the termination of that employment; (b) all claims related to my compensation or benefits from the Companyno matter how characterized, including salarywithout limitation, bonusescompensatory damages, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims damages for breach of contract, wrongful terminationbad faith damages, reliance damages, liquidated damages, damages for humiliation and breach of embarrassment, punitive damages, costs and attorneys’ fees related to arising from this Agreement. Employee agree that this release covers claims under False Claims Acts, including any entitlement to share in any recovery by the implied covenant of good faith United States. This release is intended to have the broadest possible application and fair dealing; (d) all tort includes, but is not limited to, any tort, contract, common law, constitutional, or other statutory claims, including including, but not limited to claims for fraud, defamation, emotional distress, and discharge in violation alleged violations of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, the California Labor Code or other claims arising under the federal Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (of 1967, as amended), and all claims for attorneys’ fees, costs, and expenses. Employee expressly waives Employee’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 Employee or on Employee’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, and any challenge to the validity of Employee’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Agreement. California Civil Code Section 1542 Waiver.
Appears in 2 contracts
Sources: Settlement Agreement, Settlement Agreement (Marina Biotech, Inc.)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveExecutive voluntarily and on behalf of Executive, I Executive’s heirs, successors and assigns, hereby generally forever releases, discharges and completely releaseholds harmless, acquit and forever discharge the Company Employer and its parentpresent and former parents, subsidiarysubsidiaries, affiliates and divisions, and affiliated entitieseach of their present and former officers, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, agents, investors, shareholders, stockholdersowners, partnersmembers, agentsprincipals, administrators, affiliates, divisions, employee benefit plans and fiduciaries, attorneys, insurers, affiliates and each of their predecessors, successors and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities rights, causes of action and obligationsdemands of whatever nature, both whether known and or unknown, that arise Executive had, has or may have against Employer and/or the Released Parties arising from any act, event or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including omission that has occurred up through the date that I sign on which Executive executes this Release (collectivelyAgreement, the “Released Claims”). The Released Claims includeincluding, but are not limited to: , claims under Title VII of the Civil Rights Act of 1964, as amended; Sections 1981 and 1983 of the Civil Rights Act of 1866; Executive Order 11,246; the Employee Retirement Income Security Act of 1974, as amended; the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (a“COBRA”) all and California “mini-COBRA”; the Family and Medical Leave Act; the Worker Adjustment and Retraining Notification Act (“WARN”) and Cal WARN; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; Age Discrimination in Employment Act of 1967, as amended; the National Labor Relations Act; the Occupational Safety and Health Act; the Genetic Information Nondiscrimination Act; the California Family Rights Act; the California Fair Employment and Housing Act; the California Labor Code including Section 132a; the California Constitution; any California Wage Order; the California Private Attorney General Act of 2004; the California Confidentiality of Medical Information Act; the California Business & Professions and Government Codes; claims arising out of under any other federal, state or in any way related to my employment with the Companylocal law, regulation or the termination of that employment; (b) all claims related to my compensation or benefits from the Companycommon law, including salarybut not limited to claims relating to wrongful or constructive termination, bonusesharassment, commissionsfailure to prevent harassment, other incentive compensationdiscrimination, vacation pay retaliation, and the redemption thereofdenial of accommodation; claims for personal and physical injury, expense reimbursementsmedical loss, fringe benefitsnegligence, stockinvasion of privacy, stock optionsdefamation, and intentional or any other ownership or equity interests in the Companynegligent infliction of emotional distress; (c) all claims for breach of contract (whether oral, written, implied or express), interference with contract, wrongful terminationpromissory estoppel, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy, tort and fraud; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act Agreement, any employment contract, offer letter, retention agreement, severance agreement, or severance policy; claims for wages, bonuses, commissions, overtime, meal periods, equity, severance pay and damages; claims for penalties, costs, interest, and attorneys’ fees; and claims arising out of 1964 (as amended)any wrongdoing whatsoever under any theory now or ever recognized. Notwithstanding the foregoing, Executive does not waive or release any claim which cannot be waived or released by private agreement. Further, nothing in this Agreement shall prevent Executive from filing a charge or complaint with, or from participating in, an investigation or proceeding conducted by the SEC, OSHA, EEOC, DFEH, NLRB or any other federal, state or local agency charged with the enforcement of any employment or other applicable laws. Executive, however, understands that by signing this Agreement, Executive waives the right to recover any damages or to receive other relief in any claim or suit brought by or through the EEOC, the federal Americans DFEH or any other state or local deferral agency on Executive’s behalf to the fullest extent permitted by law, but expressly excluding any monetary award or other relief available from the SEC/OSHA, including an SEC/OSHA whistleblower award, or other awards or relief that may not lawfully be waived. Notwithstanding the foregoing, Executive does not waive or release (1) any claim to indemnification arising under any chartering document or bylaws of Employer, any agreement with Disabilities Act of 1990 (as amended)Employer, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family any agreement to which Employer is a party and Medical Leave Act (“FMLA”)Executive is a third party beneficiary, the California Labor Code or otherwise arising as a result of Executive’s employment with or as an executive of Employer; (2) any vested rights and benefits under any Company pension, deferred compensation or welfare benefit plans; or (3) any claims that cannot be released as amended), and the California Fair Employment and Housing Act (as amended)a matter of law.
Appears in 2 contracts
Sources: Change in Control Agreement (Plumas Bancorp), Change in Control Agreement (Plumas Bancorp)
General Release. In exchange for consideration of the consideration to be provided to me under Benefits and the Employment Agreement that I am not otherwise entitled to receiveCompany’s other covenants contained herein and in the Agreement, I Executive hereby generally forever releases and completely release, acquit and forever discharge discharges the Company and its parent, subsidiarysubsidiary(ies), related and/or affiliated companies (“Affiliates”) and affiliated entities, and investors, along with each of its and their predecessors past and successors present officers, directors, managers, employees, agents, attorneys and insurers, and each of its and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities and charges, complaints, liens, demands, causes of action, obligations, both damages and liabilities, known and or unknown, suspected or unsuspected, that arise from Executive had, now has, or are may hereafter claim to have against the Released Parties, arising out of or relating in any way related to eventsExecutive’s hiring by, acts, conductemployment with, or omissions occurring at any separation from the Company, from the beginning of time prior to and including through the date that I sign Executive executes this Release (collectively, the “Released Claims”). The Released Claims includeThis release specifically extends to, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Companywithout limitation, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of an express or implied contract, breach of the implied covenant of good faith and fair dealing; , breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and claims under (dall as amended from time to time) all tort claimsfederal law and the laws of any state including, including but not limited to claims for fraudto, defamation, emotional distressthe United States Constitution, and discharge in violation of public policy; applicable state and (e) all federalfederal statutes and regulations, stateincluding, and local statutory claims, including but not limited to claims for discriminationto, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (1964, the Fair Labor Standards Act, the National Labor Relations Act, the Labor-Management Relations Act, the Worker Retraining and Notification Act of 1988, the Rehabilitation Act of 1973, as amended), the federal Americans with With Disabilities Act, the Employee Retirement Income Security Act of 1990 (as amended)1974, the federal Age Discrimination in Employment Act of 1967 (as amended) (1967, and the “ADEA”)▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the federal Family and Medical Leave Act (“FMLA”)Colorado Anti-Discrimination Act, the California Labor Code (as amended)Constitution, and the California Fair Employment and Housing Act (as amended)Act, the California Labor Code, California Civil Code and the California Business and Professions Code, each to the extent applicable.
Appears in 2 contracts
Sources: Employment Agreement (Berry Petroleum Co), Employment Agreement (Berry Petroleum Co)
General Release. (a) In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveand other conditions set forth in this Agreement, I you hereby generally and completely releaserelease the Company, acquit and forever discharge the Company and its parent, subsidiary, and each of their affiliated entities, and investors, along with its and their predecessors and successors and their respective current and former directors, officers, employees, shareholders, stockholders, partners, general partners, limited partners, managers, members, managing directors, operating affiliates, agents, attorneys, predecessors, successors, Company and subsidiary entities, insurers, affiliates assigns and assigns affiliated entities (collectively, the “Released Parties”), ) of and from any and all claims, liabilities and obligations, both known and unknown, that arise arising from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including or on the date that I you sign this Release Agreement (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of from or in any way related to my your employment or other participation in connection with any of the CompanyReleased Parties, or the termination of that employmentemployment or participation; (b) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, change-in-control payments, fringe benefits, stock, stock options, or profit sharing or any other ownership or equity interests in claims under the CompanySeverance Agreement; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Employee Retirement Income Security Act of 1974 (“FMLAERISA”)) (including, the California Labor Code (as amendedbut not limited to, claims for breach of fiduciary duty under ERISA), and the California Fair Employment and Housing Older Workers Benefit Protection Act (as amendedthe “OWBPA”). In giving the releases set forth above, which include claims which may be unknown to you at present, you hereby expressly waive and relinquish all rights and benefits under any law or legal principle in any jurisdiction with respect to your release of claims herein, including but not limited to the release of unknown and unsuspected claims. Notwithstanding anything to the contrary in this Paragraph 4, you are not prohibited from making or asserting and you are not waiving: (i) your rights under this Agreement; (ii) any claims for unemployment compensation, workers’ compensation or state disability insurance benefits pursuant to the terms of applicable state laws; (iii) any claim for vested benefits under any Company-sponsored retirement or welfare benefit plan; (iv) any other right that may not be released under applicable law; and (v) your rights, if any, to indemnification pursuant to the Company’s organizational documents or any D&O insurance policy.
(b) In exchange for the conditions set forth in this Agreement, the Company hereby generally and completely releases you of and from any and all claims, liabilities and obligations, both known and unknown, in law or in equity, by contract, or otherwise, arising from or related to events, acts, or omissions occurring prior to or on the date you sign this Agreement, in each case, solely related to the pledges and subsequent forced sales of the Company’s securities sold by you and your spouse in November 2021.
Appears in 2 contracts
Sources: Executive Transition and Separation Agreement (Tabula Rasa HealthCare, Inc.), Executive Transition and Separation Agreement (Tabula Rasa HealthCare, Inc.)
General Release. In exchange for the consideration to be provided to me you under the Employment this Agreement that I am to which you would not otherwise entitled be entitled, including but not limited to receive[ * ] = Certain confidential information contained in this document, I marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. February 13, 2012 ▇▇▇ ▇. Love, M.D. the Transition Employment Period arrangement, you hereby generally and completely releaserelease the Company, acquit its parent and forever discharge the Company and its parent, subsidiary, and affiliated subsidiary entities, and investors, along with its and their predecessors current and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), ) of and from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including or on the date that I you sign this Release Agreement (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (ai) all claims arising out of or in any way related to my your employment with the Company, or the termination of that employment; (bii) all claims related to my your compensation or benefits from the Company, including salary, bonuses, commissions, Company (other incentive compensation, vacation pay than claims for current payroll and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Companyaccrued and unused vacation); (ciii) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (div) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (ev) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”as amended), the California Family Rights Act, the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).
Appears in 2 contracts
Sources: Transition and Retirement Agreement, Transition and Retirement Agreement (Onyx Pharmaceuticals Inc)
General Release. In exchange For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned ("Executive"), for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivehimself, I hereby generally his spouse, heirs, administrators, children, representatives, executors, successors, assigns, and completely releaseall other persons claiming through Executive, acquit if any (collectively, "Releasers"), knowingly and voluntarily releases and forever discharge the Company and discharges Molson Coors Brewing Company, its parentaffiliates, subsidiarysubsidiaries, and affiliated entitiesdivisions, and investors, along with its and their predecessors and successors and their respective directorsassigns and the current, future and former employees, officers, employeesdirectors, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates trustees and assigns agents thereof (collectively, the “Released Parties”), of and collectively referred to throughout this General Release as "Company") from any and all claims, causes of action, demands, fees and liabilities and obligationsof any kind whatsoever, both whether known and unknown, that arise from against Company, Executive has, has ever had or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including may have as of the date that I sign of execution of this Release (collectivelyGeneral Release, the “Released Claims”). The Released Claims includeincluding, but are not limited to, any alleged violation of: (a) all claims arising out of or in any way related to my employment with the Company• The National Labor Relations Act, or the termination of that employmentas amended; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach • Title VII of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (1964, as amended); • The Civil Rights Act of 1991; • Sections 1981 through 1988 of Title 42 of the United States Code, the federal as amended; • The Employee Retirement Income Security Act of 1974, as amended; • The Immigration Reform and Control Act, as amended; • The Americans with Disabilities Act of 1990 (1990, as amended), the federal ; • The Age Discrimination in Employment Act of 1967 (1967, as amended) (the “ADEA”); • The Older Workers Benefit Protection Act of 1990; • The Worker Adjustment and Retraining Notification Act, the federal as amended; • The Occupational Safety and Health Act, as amended; • The Family and Medical Leave Act of 1993; • Any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance; or • Any public policy, contract, tort, or common law. Notwithstanding anything herein to the contrary, this General Release shall not apply to: (“FMLA”)i) Executive's rights of indemnification and directors and officers liability insurance coverage to which he was entitled immediately prior to [DATE] with regard to his service as an officer of Company; (ii) Executive's rights under any tax-qualified pension or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by Company or under COBRA; (iii) Executive's rights under the California Labor Code provisions of the Company's Executive Continuity and Protection Program which are intended to survive termination of employment; or (iv) Executive's rights as amended), and the California Fair Employment and Housing Act (as amended)a stockholder. Excluded from this General Release are any claims which cannot be waived by law.
Appears in 2 contracts
Sources: Employment Agreement (Molson Coors Brewing Co), Employment Agreement (Molson Coors Brewing Co)
General Release. In exchange consideration for the Extension Period, , the sufficiency of which as consideration you hereby acknowledge, to be provided the fullest extent permitted by applicable law, you waive, release and promise never to me under the Employment Agreement that I am assert any claims or causes of action, whether or not otherwise entitled to receivenow known, I hereby generally and completely release, acquit and forever discharge against the Company and its parent, subsidiary, and affiliated or any of their related entities, and investorsaffiliated companies, along with its and their predecessors and predecessors, successors and their respective or past or present subsidiaries, stockholders, directors, officers, employees, shareholdersconsultants, stockholders, partnersattorneys, agents, attorneys, insurers, affiliates assigns and assigns employee benefit plans (collectively, collectively the “Released PartiesReleasees”)) with respect to any matter, of and from including (without limitation) any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way matter related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my your employment with the Company, Company or any other of the Releasees or the termination of that employment; , including (bwithout limitation) all claims or demands related to my compensation or benefits from the Companybase pay, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, stock- based compensation or any other equity and/or ownership or equity interests in the Company; (c) all , vacation/paid time off, fringe benefits, expense reimbursements, severance pay or any other form of compensation, attorneys’ fees or costs, claims for of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract, wrongful termination, and contract or breach of the implied covenant of good faith and fair dealing; (d) all tort claimsdealing and any claims of discrimination or harassment based on sex, including but not limited to claims for fraudage, defamationrace, emotional distressnational origin, and discharge in violation disability or any other basis under Title VII of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 1964, the California Fair Employment and Housing Act, the California Labor Code, the Private Attorneys General Act (as amended“PAGA”), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 1967, the Americans with Disabilities Act, the Fair Labor Standards Act, the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended (as amended) (the “ADEAERISA”), the federal Family Workers Adjustment and Medical Leave Retraining Notification Act and all other laws and regulations relating to employment. However, this release covers only those claims that arose prior to the execution of this Agreement and only those claims that may be waived by applicable law. Execution of this Agreement does not bar (a) any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement, (b) any claim for coverage under any D&O or other insurance policy, (c) any claim to indemnification under Section 2802 of the California Labor Code, any agreement with the Company or otherwise, (d) any right you have to file or pursue a claim for workers’ compensation or unemployment insurance, or (e) any rights which are not waivable as a matter of law. You covenant not to sue any of the Releasees for any of the claims released above, agree not to participate in any class, collective, representative, or group action that may include any of the claims released above, and will affirmatively opt out of any such class, collective, representative or group action. Further, you agree not to participate in, seek to recover in, or assist in any litigation or investigation by other persons or entities against any of the Releasees, except as required by law. You understand that this agreement does not limit your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (each, a “FMLAGovernment Agency”), except that you acknowledge and agree and hereby waive your right to any monetary benefits in connection with any such claim, charge or proceeding before the California Labor Code (as amended)Equal Employment Opportunity Commission, the Securities and Exchange Commission, or any analogous federal, state or other government agency, to the California Fair Employment extent allowed by applicable law. You further understand that this Agreement does not limit your ability to communicate with, or otherwise participate in any investigation or proceeding that may be conducted by, a Government Agency. Notwithstanding anything to the contrary herein, this Agreement does not limit your right to receive a statutory award for information provided to the Securities and Housing Act (as amended)Exchange Commission.
Appears in 2 contracts
Sources: Separation Agreement (Life360, Inc.), Separation Agreement (Life360, Inc.)
General Release. In exchange consideration for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivepayment and undertakings described above, I Employee, individually and on behalf of Employee’s heirs, attorneys, representatives, successors, and assigns, does hereby generally knowingly and voluntarily completely release, acquit release and forever discharge the Company Employer, its current and its former parent, subsidiarysuccessor, subsidiary and affiliated companies and entities, and investors, along with its each of the foregoing companies’ and their predecessors and successors and their entities’ respective directorsdivisions, officers, employeesdirectors, managers, shareholders, stockholders, partners, limited partners, members, agents, employees, representatives, independent contractors, payroll companies, employee benefit plans, attorneys, insurers, affiliates licensees and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and rights, demands, actions, obligations, both and causes of action of any and every kind, nature and character, known and or unknown, that arise from or are in any way related to events, acts, conductwhich Employee may now have, or omissions occurring at any time prior to and including could have or may ever have or become entitled to, against the date that I sign this Release (collectivelyReleased Parties, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) all without limitation, claims arising out of from or in any way related to my connected with Employee’s employment or separation of employment or relationship with the CompanyEmployer. Such released claims include, or the termination of that employment; (b) all without limitation, any claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereoffringe benefits, expense reimbursements, fringe severance benefits, stockvacation pay, stock optionssick leave pay, short term or long term disability benefits, or payment pursuant to any practice, policy, handbook or manual of Employer, or any other ownership or equity interests in the Companyform of compensation; (c) all statutory, common law, constitutional and other claims, all claims for “wrongful discharge,” emotional distress, or defamation; all claims relating to any contracts of employment, express or implied; any claims for misrepresentation, or breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, express or implied; (d) all any claim for attorney’s fees, costs or expenses or interest on any sums allegedly due; any tort claims, including but not limited to claim of any nature; any claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all under federal, state, and or local statutory claims, including but not limited to statute or ordinance; any claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under Title VII of the federal Civil Rights Act of 1964 (as amended), 1964; the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (1967; the “ADEA”), Older Worker Benefit Protection Act; the federal Americans with Disabilities Act; the ADA Amendments Act of 2008; the Family and Medical Leave Act (“FMLA”)Act; the Equal Pay Act; the Employee Retirement Income Security Act; the Washington State Minimum Wage Act, the California Labor Code (as amended)Washington State Family Leave Act, the Washington State Family Care Act, the Washington State Law Against Discrimination, and the California Washington State Industrial Welfare Act; the National Labor Relations Act; the Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; the Fair Employment Credit Reporting Act; the Rehabilitation Act; the Occupational Safety and Housing Act (as amended).Health Act; the
Appears in 1 contract
General Release. In exchange for You hereby agree that by signing this Agreement and accepting the consideration Severance Payment to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiaryyou, and affiliated entitiesother good and valuable consideration provided for in this Agreement, the receipt of which you hereby acknowledge, you, for yourself and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partnerson behalf of your representatives, agents, attorneysestate, insurersheirs, affiliates successors and assigns (collectively, the “Released PartiesYou”), hereby release and waive your right to assert any form of and from legal claim against the Released Parties (defined in Section 4.6 below) whatsoever for any and all claimsalleged action, liabilities and obligationsinaction or circumstance, both whether existing or contingent, known and or unknown, that arise suspected or unsuspected, existing or arising from or are in any way related to events, acts, conduct, or omissions occurring at any the beginning of time prior to and including through the date that I you sign this Release Agreement. What this general release covers: Your waiver and release herein is intended to bar any form of legal claim, cause of action, lawsuit, charge, complaint or any other form of action against the Released Parties seeking any form of relief including, without limitation, equitable relief (collectivelywhether declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Released Parties, for any alleged action, inaction or circumstance existing or arising through the date you sign this Agreement (collectively referred to as “Released Claims”). The Without limiting the foregoing general waiver and release, You specifically waive and release the Released Parties from any Claims include, but are not limited to: (a) all claims arising out of from or in any way related to my your employment relationship with the Company, Company or the termination of that employment; (b) all claims thereof, including, without limitation any local, state, or federal Claims related to my compensation to: a. pay, compensation, or benefits from (whether under the Company, federal Fair Labor Standards Act or otherwise) including salary, bonuses, commissions, other incentive compensationequity, vacation pay and the redemption thereofexpenses, expense reimbursementsincentives, fringe insurance, paid/unpaid leave, profit sharing, or separation pay/benefits, stock, stock options, or any other ownership or equity interests in than compensation and benefits to which you are entitled by reason of your service through the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).Termination Date;
Appears in 1 contract
Sources: Severance Agreement (Sonos Inc)
General Release. In exchange for the Consulting Period, Consulting Fees, COBRA Premiums, stock option vesting and other consideration to be provided to me under the Employment you by this Agreement that I am you are not otherwise entitled to receive, I you hereby generally and completely release, acquit and forever discharge release the Company and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign your signing this Release (collectively, the “Released Claims”)Agreement. The Released Claims includeThis general release includes, but are is not limited to: (a) all claims arising out of or in any way related to my your employment with the Company, Company or the termination of that employment; (b) all claims related to my your compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; claims under the Employment Agreement; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended), provided that you are not releasing any claim that cannot be waived under applicable state or federal law, and you are not releasing any rights that you have to be indemnified (including any right to reimbursement of expenses) arising under applicable law, the certificate of incorporation or by-laws (or similar constituent documents of the Company), any indemnification agreement between you and the Company, or any directors’ and officers’ liability insurance policy of the Company. Notwithstanding the foregoing, nothing in this Agreement shall prevent you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing, except that you acknowledge and agree that you shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released herein.
Appears in 1 contract
Sources: Separation and Consulting Agreement (Anesiva, Inc.)
General Release. In exchange for the Company’s promises and payments set forth in Section 3, above, which includes consideration in addition to be provided anything of value to me under the Employment Agreement that I am not otherwise entitled which you already are entitled, you, personally and for your heirs, executors, administrators, successors and assigns, hereby agree to receive, I hereby generally forever and completely release, acquit fully release and forever discharge the Company and its parentsubsidiaries, subsidiarysuccessors, predecessors and affiliates, and affiliated entities, and investors, along with its and their predecessors respective current and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, insurers, affiliates and assigns (collectively, the all of whom are referred to throughout this Agreement as “Released Parties”), of and from any and all claims, liabilities demands, actions, causes of action, suits, damages, losses, expenses, liabilities, and obligations, in each case, of every kind and nature, and both known and unknown, individually or as part of a group action, that exist, can arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out during your employment and/or separation of or in any way related to my employment with the Company, or through to and including the termination of that employment; (b) all claims related to my compensation or benefits from the CompanySignature Date. This general release includes, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but is not limited to claims for fraudto, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, any rights or other claims arising under the federal Civil Rights Act of 1964 California Constitution; California statutory and common law (as amendedincluding contract law, employment law and tort law), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and ; the California Fair Employment and Housing Act; the California Labor Code (including Labor Code section 132A), the Age Discrimination in Employment Act (ADEA); Title VII of the of the Civil Rights Act of 1964; the Americans with Disabilities Act; the Employee Retirement Income Security Act (ERISA); the Worker Adjustment and Retraining Notification Act (WARN), federal and state family leave statutes; and any and all other federal, state and local laws, statutes, executive orders, regulations and common law; any claim for any loss, cost, damage or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by you as amended)a result of this Agreement; any and all claims for attorney’s fees and costs; and any and all claims relating to, or arising from your right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law. You and the Company agree that this is a compromise settlement of all such claims and therefore, this Agreement does not constitute any admission of liability on the part of the Company. You are releasing all rights under Section 1542 of the California Civil Code. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. You intend these consequences even as to claims for damages that may exist as of the date this Agreement is executed that you do not know exist and which if known, would materially affect your decision to execute this Agreement, regardless of whether the lack of knowledge is the result of ignorance, oversight, error, negligence or any other cause.
Appears in 1 contract
Sources: Employment Separation and Release Agreement (Nektar Therapeutics)
General Release. In exchange Executive, for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivehimself and for his heirs, I executors, administrators, successors, and assigns, does hereby generally irrevocably and completely releaseunconditionally waive, acquit release and forever discharge the Company discharge, Company, its past and its parentpresent parents, subsidiarysubsidiaries, affiliates, divisions, predecessors, successors, and affiliated entitiesassigns, and investors, along with its and their predecessors respective current and successors and their respective directorsformer employees, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates directors and assigns agents (collectively, the “Released Parties”), of and from any and all past or present claims, liabilities and demands, causes of action, lawsuits, grievances, obligations, both damages, expenses, attorneys’ fees, and liabilities of whatever kind or nature, known and unknownor unknown (all hereinafter referred to as “Claims”), that arise from which he ever had, now has, or are in may hereafter claim to have had, against the Released Parties or any way related to of them based on any events, acts, conduct, facts or omissions occurring circumstances arising at any time prior to and including on or before the date that I sign of this Release (collectivelyAgreement and upon reaffirmation, on or before the “Released Claims”). The Released Claims includedate of such reaffirmation, including, but are not limited to: , claims that relate to Executive’s service with Company and/or the separation from such service. Executive agrees that this general release of Claims includes, but is not limited to, (a) all claims arising out of race, age, gender, sexual orientation, religious or national origin discrimination or any other legally protected status under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); and under any way related to my employment with the Companyother federal, state or the termination of that employmentlocal laws, as amended; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or based on any other ownership federal, state or equity interests in local laws, including, but not limited to, the CompanyEqual Pay Act; the Americans with Disabilities Act; the Americans with Disabilities Act Amendments Act; the Labor Management Relations Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act (“ERISA”); the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; the Worker Adjustment and Retraining Notification Act (“WARN”); the Arizona Civil Rights Act, Arizona Equal Pay Law, Arizona wage payments statutes, as well as any amendments to those laws; (c) all claims of disputed wages or entitlement to any other pay; (d) claims of wrongful discharge or retaliation; (e) claims of breach of any implied or express contract or covenant (including, but not limited to, any claims arising under the Offer Letter, the Equity Agreements or the Plan); (f) claims for breach violation of contractpersonnel policies, wrongful terminationhandbooks, and breach of the implied or any covenant of good faith and fair dealing; (dg) all tort claims, including but not limited to claims for fraudpromissory estoppel; (h) ERISA claims; (i) claims for wrongful denial of insurance or other benefits; and (j) claims based on any public policy violation or on any tort, such as invasion of privacy, sexual harassment, defamation, fraud, misrepresentation and/or infliction of emotional distress, . Execution of this Agreement by Executive operates as a complete bar and discharge defense against any and all Claims that may be made by Executive against the Released Parties or any of them. Executive expressly understands that among the various claims and rights being waived by Executive in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims this Agreement are those arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and in that regard Executive specifically acknowledges that Executive has read and understands the California Fair Employment and Housing Act (as amended)provisions of Section 10 below before signing this Agreement.
Appears in 1 contract
Sources: Waiver and Release Agreement (Molina Healthcare, Inc.)
General Release. In exchange Except as provided for in Paragraphs 7 and 8 of this Agreement, which relate to Executive’s right to file a charge with the consideration to be provided to me under the Equal Employment Agreement that I am not otherwise entitled to receiveOpportunity Commission (“EEOC”), I Executive hereby generally and completely release, acquit releases and forever discharge the Company discharges Company, and its parentrespective past and present parents, subsidiarysubsidiaries, divisions and related and affiliated organizations, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholdersdirectors, partnersattorneys, agents, attorneysservants and employees and its and their successors, insurers, affiliates heirs and assigns (collectivelycollectively “Releasees”) from all causes of action, the “Released Parties”)claims, debts, accounts, controversies, sums of money, contracts, promises, agreements, judgments, demands, and from liabilities of any kind or nature whatsoever in law, in equity, or otherwise, whether known or unknown, whether asserted or unasserted, including without limitation any and all claims, liabilities and obligations, both known and unknown, that arise from claims for or are in any way related to eventsemployment discrimination, actswrongful discharge, conductcompensation, benefits, bonuses, incentives, expenses, options, wages, severance pay, vacation pay, fringe benefits, or omissions occurring at other monies or accountings, including punitive damages, liquidated damages, exemplary damages, or compensatory damages, physical, mental, or emotional distress, pain and suffering, back pay, front pay, costs, and attorney’s fees, and any time prior other legal or equitable relief, and further including without limitation any and all rights and claims arising under the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, as amended, the Equal Pay Act, or any other federal, state or local law, ordinance or regulation or claims relating to and including Executive’s employment or separation from employment with the Company arising up until the date of Executive’s execution of this Agreement, except that I sign this Release (collectivelyrelease does not extend to claims relating to the validity or enforcement of this Agreement, claims for worker’s compensation benefits, amounts owed under this Agreement, claims for vested retirement benefits under the “Released Claims”). The Released Claims includeExecutive Retirement Income Security Act, but are not limited to: (a) all claims arising out Executive’s right, if any, to indemnification as an officer and employee of or in any way related to my employment with the Company, Executive’s rights as a shareholder of the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort non-waivable claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).
Appears in 1 contract
General Release. In exchange for the consideration to be severance payments and benefits provided to me under the Employment Agreement that I am not otherwise entitled to receivefor in Section 2, I hereby generally and completely release, acquit Executive releases and forever discharge discharges the Company and each of its parentsubsidiaries, subsidiaryaffiliates, officers, directors, employees, and affiliated entities, agents and investors, along with its and all of their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released PartiesReleasees”), of and ) from any and all claimsclaims that legally can be released that Executive may have against the Releasees, liabilities and obligations, both whether known and or unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my Executive’s employment with the Company, Company or the termination of that employment; (b) all . This waiver and release of claims related to my compensation or benefits from the Companyis full and complete, including salaryand includes, bonuseswithout limitation, commissionsany claim of constructive discharge, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionsharassment, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach any claims under Title VII of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal 1964 Civil Rights Act of 1964 (as amended)Act, the federal Americans with With Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)Act, the federal Family and Medical Leave Act (“FMLA”)Act, the California Labor Code (as amended), and the California Fair Employment and Housing Act Act, the California Family Rights Act, the Employee Retirement Income Security Act, the state and federal Worker Adjustment Retraining and Notification Acts, or any other applicable federal, state, or local law, rule, regulation or order, claims for breach of contract or covenant, whether express or implied, negligent or intentional infliction of emotional distress, misrepresentation, fraud, breach of statute or public policy, defamation, or any claims alleging tort or other wrongful conduct under common law, as well as any claim for additional compensation in any form, including salary, bonus or incentive compensation, sick leave benefits, vacation benefits, compensatory time, severance pay, or otherwise and all other claims of any kind arising out of my employment, including claims for attorney’s fees and costs. The matters that are the subject of the release referred to in this Section shall be referred to collectively as the “Released Matters”. Notwithstanding the foregoing, Executive does not release the following claims and rights: (as amended).a) Executive’s rights under this Agreement; (b) any claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (c) Executive’s right, if any, to indemnity pursuant to the California Labor Code; or
Appears in 1 contract
Sources: Separation Agreement
General Release. In exchange return for the consideration special compensation and benefits referenced in this Agreement, I, ▇▇▇▇▇▇ ▇▇▇▇▇▇, agree to be provided the following:
A. I agree, on behalf of myself and all of my heirs or personal representatives, to me under the Employment Agreement that I am not otherwise entitled to receiverelease Fossil and Fossil, I hereby generally Inc. and completely releasetheir parent companies, acquit subsidiaries, all affiliates of each, predecessors and forever discharge the Company and its parent, subsidiarysuccessors, and affiliated entitiesall of their present or former officers, and investorstrust managers, along with its and their predecessors and successors and their respective directors, officersmanagers, representatives, employees, shareholders, stockholders, partners, agents, attorneys, insurersemployee benefit programs, affiliates and assigns the trustees, administrators, fiduciaries and insurers of such programs (collectively, collectively the “Released Parties”), of and from any and all claimsclaims for relief of any kind, liabilities and obligations, both whether known and to me or unknown, that arise from or are which in any way related arise out of or relate to eventsmy employment at Fossil or any of the Released Parties, actsthe separation of my employment at Fossil or any of the Released Parties, conductany agreements between Fossil or any of the Released Parties and me, or omissions and concerning events occurring at any time prior up to and including the date that I sign of this Release (collectivelyAgreement, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) , any and all claims arising out of discrimination or in retaliation of any way related to my employment with the Companykind, and any contractual, tort or the termination of that employment; (b) other common law claims. This release, settlement and waiver includes all claims related to my compensation or benefits from the Companysuch claims, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims whether for breach of contract, wrongful terminationquasi-contract, and breach of the implied covenant of good faith and fair dealing; (d) all contract, quantum meruit, unjust enrichment, compensation, deferred compensation, equity interest, any tort claims, including any and all claims under any applicable federal laws, including, but not limited to claims for fraudto, defamationthe Age Discrimination in Employment Act, emotional distressas amended, and discharge in violation Title VII of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (1964, as amended), the federal 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 1990 (1974, as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”)Act, as amended, the California Fair Labor Code (Standards Act, as amended, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, or under any applicable state or local laws or ordinances or any other legal restrictions on Fossil’s or the Released Parties’ rights, including, but not limited to, the Texas Commission on Human Rights Act and Section 451 of the Texas Labor Code.
B. I further agree not to file a suit of any kind against Fossil or any of the Released Parties relating to my employment at Fossil or any of the Released Parties, the separation thereof, any agreements between Fossil or any of the Released Parties and me, or to participate voluntarily in any employment-related claim brought by any other party against Fossil or any of the Released Parties. Even if a court rules that I may file a lawsuit against Fossil or any of the Released Parties arising from my employment at Fossil or any of the Released Parties, or the separation thereof, I agree not to accept any money damages or any other relief in connection with any such lawsuit. I understand that this Agreement effectively releases and waives any right I might have to ▇▇▇ Fossil or any of the Released Parties for any claim arising out of my employment at Fossil or any of the Released Parties, any agreements between Fossil or any of the Released Parties and me, or the separation of my employment. However, this release does not waive my rights to enforce this Agreement. In addition, this release does not give up my rights, if any, to COBRA benefits under Fossil’s standard benefit programs applicable to me. Further, this release does not waive my rights to vested equity interests, vested 401(k) or pension monies, my final paycheck, or reimbursement of any outstanding business expense amounts (in accordance with Fossil’s existing reimbursement policies). In this regard, any awards made to me under any Fossil equity plans, including, but not limited to, the 2004 Long-Term Incentive Plan and the California Fair Employment 2002 Restricted Stock Plan, shall be subject to the terms and Housing Act (conditions of the applicable plan and award agreements and documents.
C. I further agree to execute the Supplemental Release attached hereto as amended)Exhibit A on December 31, 2007 and immediately deliver it to Fossil.
Appears in 1 contract
Sources: Separation Agreement (Fossil Inc)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am described herein, which Employee would not otherwise be entitled to receive, I Employee does hereby generally forever irrevocably and completely releaseunconditionally fully release and discharge Purple Communications, acquit and forever discharge the Company Inc. and its parentpredecessors, subsidiarysuccessors, subsidiaries, and affiliated entitiestheir past and current officers, and investors, along with its and their predecessors and successors and their respective directors, officersagents, employees, shareholders, stockholders, partners, agents, attorneys, insurersshareholders, affiliates and assigns (collectively, the collectively referred to hereafter as “Released Parties”), of and ) from any and all causes of action, claims, suits, demands or other obligations or liabilities of every kind and obligationsnature (including without limitation attorneys’ fees and costs), both whether known and or unknown, that arise from or are in any way related to eventsEmployee ever had, acts, conductnow has, or omissions occurring at any time prior to and including may in the future have that arose on or before the date that I sign Employee executes this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claimsGeneral Release, including but not limited to all claims regarding any aspect of his employment with any of the Released Parties, compensation, claims for fraudwages, defamationcommissions, emotional distressstock options, and discharge in violation of public policy; and (e) all federalbonuses, stateseverance, and local statutory claimsvacation pay, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penaltiesexpense reimbursements, or any other claims arising under form of compensation, the federal cessation of his employment, Title VII of the Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act Housing, the Age Discrimination in Employment Act, 42 U.S.C. § 1981, the Fair Labor Standards Act, all provisions of the California Labor Code, the Employee Retirement Income Security Act, any other federal, state or local law, regulation or ordinance or public policy, contract, tort, or property law theory, or any other cause of action whatsoever (collectively referred to hereafter as amendedthe “Claims”). Employee agrees not to ▇▇▇ or otherwise institute or cause to be instituted or in any way participate in (except at the request of the Company) legal or administrative proceedings against any of the Released Parties with respect to any Claims. Employee understands and agrees that in the event Employee breaches any provision of this General Release, in addition to any other damages or relief to which the Released Parties may be entitled, the benefits described herein may be withheld, rescinded, and/or recovered. It is further understood and agreed that as a condition of this Agreement, all rights under Section 1542 of the Civil Code of the State of California are expressly waived by Employee. Such Section reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Thus, for the purpose of implementing a full and complete release and discharge of the Released Parties, Employee expressly acknowledges that this Agreement is intended to include and does include in its effect, without limitation, all claims which Employee does not know or suspect to exist in his favor against the Released Parties at the time of execution hereof, and that this Agreement expressly contemplates the extinguishment of all such claims.
Appears in 1 contract
Sources: Separation Agreement and General Release (Purple Communications, Inc.)
General Release. In exchange for the severance benefits and other consideration to be provided to me hereunder and under the Employment Amended and Restated Executive Severance Benefits Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge release the Company and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, stockholders, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign my signing this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a1) all claims arising out of or in any way related to my employment with the CompanyCompany or its affiliates, or the termination of that employment; (b2) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany or its affiliates; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d4) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Employee Retirement Income Security Act (“FMLA”), the California Labor Code of 1974 (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; or (2) any rights which are not waiveable as a matter of law. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.
Appears in 1 contract
General Release. In exchange consideration for the consideration to be provided to me under undertakings and promises of Reliant Pharmaceuticals, Inc. (“Reliant”) set forth in Section 4.1(c) of the Employment Agreement that I am not otherwise entitled dated January 13, 2007 by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Executive”) and Reliant (as amended from time to receivetime, I hereby generally and completely releasethe “Employment Agreement”), acquit and forever discharge the Company and its parentExecutive unconditionally releases, subsidiarydischarges, and affiliated entitiesholds harmless Reliant, and investors, along with its and their predecessors and successors and their respective directors, officers, employeesdirectors, shareholders, stockholders, partnersemployees, agents, attorneys, insurers, affiliates suppliers and assigns contractors (collectively, the herein collectively referred to as “Released PartiesReleasees”), from each and every claim, cause of action, right, liability or demand of any kind and nature, and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related claim which may be derived therefrom (collectively referred to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the as “Released Claims”). The Released , that Executive had, has, or may have against Releasees at the time Executive executes this Release of Claims include(the “Release”) (other than Claims described in Section 2 of this Release) including, but are not limited to: (a) , any and all claims of the Claims:
a. arising out of or in any way related to my employment with the Companyfrom Executive’s employment, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salarypay, bonuses, commissions, other incentive compensationvacation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stocksick leave, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful terminationExecutive benefits, and breach other terms and conditions of employment or employment practices of Reliant;
b. relating to the termination of Executive’s employment with Reliant, the surrounding circumstances thereof, or any communications about the termination of Executive’s employment;
c. based on discrimination on the basis of race, color, religion, sex, national origin, handicap, disability, age or any other category protected by law under Title VII of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Civil Rights Act of 1990 (as amended)1991, Executive Order 11246, the federal Equal Pay Act, the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Age Discrimination in Employment Act of 1967 1967, the Older Workers Benefits Protection Act, COBRA, the Employee Retirement Income Security Act of 1974, the New Jersey Law Against Discrimination, the Family Medical Leave Act, the Uniformed Services and Redeployment Rights Act of 1994, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, the New Jersey Wage Payment Law (as any of these laws may have been amended) or any other similar labor, employment or anti-discrimination laws;
d. based on any contract, tort, whistleblower, personal injury, or wrongful discharge theory; and
e. based on any other federal, state or local constitution, regulation, law (the “ADEA”statutory or common), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)or legal theory.
Appears in 1 contract
Sources: Employment Agreement (Reliant Pharmaceuticals, Inc.)
General Release. (a) In exchange consideration for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveundertakings and promises of Company set forth in this Agreement, I hereby generally and completely releaseExecutive unconditionally releases, acquit and forever discharge the Company and its parent, subsidiarydischarges, and affiliated entitiesholds harmless Company, and investors, along with its and their predecessors and successors and their respective directorscorporate affiliates, officers, employeesdirectors, shareholders, stockholders, partnersemployees, agents, attorneys, insurers, affiliates insurers and attorneys as individuals; and the successors and assigns of each (collectively, the collectively referred to as “Released PartiesReleasees”), from each and every claim, cause of action, right, liability or demand of any kind and nature, and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related claims which may be derived therefrom (collectively referred to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the as “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of whether presently known to Executive or in any way related to my employment with the Companynot, that Executive had, has, or might claim to have against Releasees at the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claimstime Employee executes this Agreement, including but not limited to claims for fraudany and all claims:
i. arising from Executive’s employment, defamationpay, emotional distressbonuses, vacation or any other employee benefit, and discharge in violation other terms and conditions of public policy; and (e) all federalemployment or employment practices of Company;
ii. relating to the termination of Executive’s employment with Company or the surrounding circumstances thereof;
iii. relating to payment of any court costs or attorney’s fees for Executive;
iv. based on discrimination or harassment on the basis of race, statecolor, and local statutory claimsreligion, including but not limited to claims for discriminationsex, harassmentnational origin, retaliationhandicap, attorneys’ feesdisability, penalties, age or any other claims arising category protected by law under Title VII of the federal Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Civil Rights Act of 1990 (as amended)1991, Executive Order 11246, the federal Age Discrimination in Employment Act, the Older Workers Benefits Protection Act, the Equal Pay Act, the Americans With Disabilities Act, the Rehabilitation Act of 1967 1973, the Consolidated Omnibus Budget Reconciliation Act of 1985, (as any of these laws may have been amended) or any other similar labor, employment or anti-discrimination law under state, federal or local law; or
v. based on any contract, tort, whistleblower, personal injury, or wrongful discharge theory.
(b) Nothing in this Agreement shall: (i) alter or reduce any vested, accrued benefits (if any) Executive may have to any pension benefits to which Executive may be entitled under any retirement or 401(k) plan established by Company; or (ii) affect Executive’s right (if any) to elect and pay for continuation of Executive’s health insurance coverage under the “ADEA”)Health Benefit Plan pursuant to COBRA.
(c) Executive acknowledges and agrees that executive would not be eligible for the compensation to be paid under Sections 1 and 2 of this Agreement absent his undertakings and obligations contained herein.
(d) To Company’s knowledge, the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)Company does not currently have any Claim against Executive.
Appears in 1 contract
General Release. In exchange for consideration of the consideration remuneration provided and paid in full pursuant to be provided Paragraph 4 hereof, Record and his family members, heirs, successors, and assigns (hereinafter referred to me under collectively as the Employment Agreement that I am not otherwise entitled to receive, I "Releasing Parties") hereby generally and completely release, acquit and forever discharge the Company Carrington and its parentsharehol▇▇▇▇, subsidiary▇fficers, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officersfiduciaries, agents, servants, employees, shareholders, stockholders, partners, agentsrepresentatives, attorneys, insurers, affiliates successors, and assigns (collectively, hereinafter referred to collectively as the “"Released Parties”), of and ") from any and all claims, liabilities demands, and obligationscauses of action of every kind and character, both known and unknownwhether vicarious, derivative, or direct, that arise from any of the Releasing Parties now has or are may hereafter have or assert against any or all of the Released Parties growing out of, resulting from, or connected in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my with Record's employment with the Company, or the termination of that employment; (b) his employment with Carrington, including but no▇ ▇▇▇▇▇▇▇ to any and all claims related to my compensation for damages (actual, exemplary, liquidated, or benefits from the Companyunliquidated), including salaryback pay, future pay, deferred compensation, bonuses, commissions, other incentive severance payments, vacation and leave benefits, unreimbursed business expenses, overtime compensation, vacation pay reinstatement or priority placement, past and the redemption thereoffuture medical or other employee benefits for Record or his dependents, expense reimbursements, fringe employee retirement benefits, stockcontributions to company sponsored 401(k) plans (except as presently vested in any savings plan sponsored by Carrington in which Record is ▇ ▇▇▇▇icipant), stock optionsmedical and counseling costs, injunctive relief, declaratory relief, attorney's fees, costs of court, disbursements, interest, or any other ownership form whatsoever of legal or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach equitable relief to which any of the implied covenant Releasing Parties claims or might claim entitlement as a result of good faith and fair dealing; (d) all tort claimsany alleged act or omission of any of the Releasing Parties, including but not limited to claims for fraudany alleged unlawful age discrimination or any other form of unlawful employment discrimination, defamationretaliation, wrongful termination, breach of contract (express or implied), tortious interference with contract, promissory estoppel, detrimental reliance, negligent or intentional infliction of emotional distress, negligent hiring and discharge in supervision, assault, battery, defamation of character, any alleged act of harassment or intimidation, negligent or intentional misrepresentation or fraud, invasion of privacy, or any other intentional or negligent tort, or any alleged violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (1967, Title VII of the “ADEA”)Civil Rights Act of 1964, the federal Family and Medical Leave Act (“FMLA”)Texas Commission on Human Rights Act, the California Labor Code (as amended)Americans With Disabilities Act, the Employee Retirement Income Security Act of 1974, the public policy of the United States, the State of Texas, or any other state, or any other federal or state statutory or common law, or any other alleged adverse employment action by any of the Released Parties, and all other loss, expense, or detriment of every kind and character, whether past or future, that any of the California Fair Employment Releasing Parties may have sustained or may hereafter sustain by reason of any act or omission of any of the Released Parties growing out of, resulting from, or connected in any way with Record's employment or the termination of his employment with Carrington. This General Rele▇▇▇ ▇▇▇▇▇▇s and Housing Act (as amended)is fully enforceable with respect to all rights or claims existing on or before the date this Agreement is originally executed; and with respect to its later renewal and ratification, to all rights or claims existing on or before the date of execution of the renewal and ratification form. In neither event does this General Release act to waive any rights or claims that arise after the date of execution.
Appears in 1 contract
Sources: Separation Agreement (Carrington Laboratories Inc /Tx/)
General Release. In exchange consideration for receiving the consideration severance payments and benefits described in Section 3 above, and for other good and valuable consideration, the sufficiency of which you hereby acknowledge, you hereby waive and release to be provided to me under the Employment Agreement that I am not otherwise entitled to receivemaximum extent permitted by applicable law any and all claims or causes of action, I hereby generally and completely releasewhether known or unknown, acquit and forever discharge against the Company and and/or its parentpredecessors, subsidiarysuccessors, and past or present subsidiaries, affiliated entitiescompanies, and investors, along with its and their predecessors and successors and their branches or related entities (collectively, including the Company, the “Entities”) and/or the Entities’ respective directorspast, present, or future insurers, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneys, insurersemployees, affiliates stockholders, assigns and assigns employee benefit plans (collectivelycollectively with the Entities, the “Released Parties”), of and from with respect to any and all claimsmatter, liabilities and obligationsincluding, both known and unknownwithout limitation, that arise from or are in any way matter related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my your employment with the Company, Company or the termination of that employment; (b) all employment relationship. This waiver and release includes, without limitation, claims related to my compensation or benefits from the Companywages, including salaryovertime or minimum wages, bonuses, commissionsincentive compensation, other incentive equity compensation, vacation pay or any other compensation or benefits; any claims for failure to provide accurate itemized wage statements, failure to timely pay final pay or failure to provide meal or rest breaks; claims for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment or employment classification, claims for attorneys’ fees or costs; claims for penalties; any and the redemption thereof, expense reimbursements, fringe benefits, all claims for stock, stock options, options or any other ownership or equity interests in securities of the Company; (c) all claims for of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to any claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, or retaliation based on sex, age, race, national origin, disability or on any other protected basis; any claims under any applicable law prohibiting discrimination, harassment and/or retaliation; and claims under all other laws, attorneys’ feesordinances and regulations. You covenant not to sue the Released Parties for any of the claims released above, penaltiesagree not to participate in any class, collective, representative, or other group action that may include any of the claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended)released above, and will affirmatively opt out of any such class, collective, representative or group action. Further, you agree not to participate in, seek to recover in, or assist in any litigation or investigation by other persons or entities against the California Fair Employment Released Parties, except as required by law. Nothing in this Agreement precludes you from participating in any investigation or proceeding before any government agency or body. However, while you may file a charge and Housing Act (participate in any such proceeding, by signing this Agreement, you waive any right to bring a lawsuit against the Released Parties and waive any right to any individual monetary recovery in any such proceeding or lawsuit. Nothing in this Agreement is intended to impede your ability to report possible securities law violations to the government, or to receive a monetary award from a government administered whistleblower-award program. You do not need the prior authorization of the Company to make any such reports or disclosures or to participate or cooperate in any governmental investigation, action or proceeding, and you are not required to notify the Company that you have made such reports and disclosures or have participated or cooperated in any governmental investigation, action or proceeding. Nothing in this Agreement waives your right to testify or prohibits you from testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment when you have been required or requested to attend the proceeding pursuant to a court order, subpoena or written request from an administrative agency or an applicable governmental body. This waiver and release covers only those claims that arose prior to your execution of this Agreement. The waiver and release contained in this Agreement does not apply to any claim which, as amended)a matter of law, cannot be released by private agreement. If any provision of the waiver and release contained in this Agreement is found to be unenforceable, it shall not affect the enforceability of the remaining provisions and a court shall enforce all remaining provisions to the full extent permitted by law.
Appears in 1 contract
General Release. In exchange consideration for the consideration Separation Payments and Benefits outlined in Section 3(a) of this Agreement, to be provided to me under the Employment Agreement that I am which Executive is not otherwise entitled to receiveentitled, I Executive, and anyone claiming through Executive or on Executive’s behalf, hereby generally and completely releasereleases and waives each and every past, acquit present, and forever discharge the Company and its future parent, division, subsidiary, partnership, owner, trustee, fiduciary, administrator, member, shareholder, investor, associate, affiliate, predecessor, successor and affiliated entitiesrelated company, and investors, along with its and all of their predecessors and successors and their respective directorscurrent or former agents, officers, employees, shareholders, stockholdersdirectors, partners, agentsrepresentatives, attorneys, contractors, insurance companies, administrators, successors, assigns, current and former employees, plan administrators, insurers, affiliates and any other persons acting by, through, under, or in concert with any of the persons or entities listed in this subsection, the predecessors, successors, and assigns of each entity listed above, and each of them (collectively, the “Released Parties”), of and from any and all claims, liabilities and rights, debts, liabilities, demands, causes of action, obligations, both and damages, known and or unknown, that arise from suspected or are in any way related unsuspected, arising as of or prior to eventsthe date of Executive’s signature to this Agreement, actsunder federal, conductstate, local, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claimscommon law, including but not limited to claims in any way related to Executive’s employment with the Released Parties, Executive’s separation from employment, the terms and conditions of Executive’s employment, any claims for fraudbreach of contract (express, defamationimplied or otherwise), emotional distressincluding, but not limited to, any payments or benefits under any severance plan, stock option plan, or equity plan; all claims under the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Equal Pay Act, the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act of 2009, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Age Discrimination In Employment Act, the Older Workers Benefit Protection Act, and/or the laws prohibiting discrimination, harassment, and/or retaliation in any state in which you are employed, and discharge in violation of public policy; any and (e) all federal, state, and local statutory claimsemployment laws, including but not limited to claims for discriminationas well as any and all common law tort or contract theories under federal, harassment, retaliation, attorneys’ fees, penalties, state or other claims arising under the federal Civil Rights Act of 1964 local laws (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEAReleased Claims”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).
Appears in 1 contract
Sources: Separation and General Release Agreement (Aprea Therapeutics, Inc.)
General Release. In exchange consideration for the consideration to be provided to me under severance and outplacement benefits described in Section B.1. of the Employment Agreement that I am not otherwise entitled to receiveSeverance Terms (attached hereto), I I, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, on behalf of myself and my spouse, family and heirs, executors, administrators, attorneys, agents and assigns, hereby generally and completely releasewaive, acquit release and forever discharge ABITBIBOWATER INC. (the Company “Company”) and its parentrespective subsidiaries, subsidiarydivisions and affiliates, whether direct or indirect, and affiliated entitiestheir joint ventures and joint venturers, and investors, along with its and their predecessors and successors and their respective directors, officers, associates, employees, shareholders, stockholders, partners, partners and agents, attorneyspast, insurerspresent and future), affiliates and each of their respective predecessors, successors and assigns (collectively, the collectively referred to as “Released PartiesReleasees”), of and from any and all claimsknown or unknown actions, causes of action, claims or liabilities and obligations, both known and unknown, that arise from of any kind which have been or are in any way could be asserted against the Releasees related to events, acts, conduct, or omissions occurring at my employment with and/or separation from employment with the Company and any time prior of the Releasees and/or any other occurrence up to and including the date that I sign of this Waiver and Release Agreement (collectively, the “Released ClaimsAgreement”). The Released Claims include, including but are not limited to: :
(a) all claims claims, actions, causes of action or liabilities arising out under the Civil Code of Quebec, An Act Respecting Labour Standards, the Charter of Human Rights and Freedoms or in under any way related to my employment with the Companyother statute or regulation and/or any other federal, or the termination of that employmentprovincial laws; and/or
(b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claim whatsoever including, but not limited to, claims for severance pay, claims for salary/wages/commissions/bonus/awards, claims for expense reimbursement, claims based upon breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, intentional infliction of emotional distress, and discharge in tort, personal injury, invasion of privacy, violation of public policy; and (e) all federal, statenegligence and/or any other common law, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under claim whatsoever relating to my employment with and/or separation from employment with the federal Civil Rights Act Company and/or any of 1964 the other Releasees. Provided that I hereby expressly retain my entitlements, if any, to pre-filing incentive awards pursuant to the AbitibiBowater 2008 Annual Incentive Plan (as amendedincluding the Synergy Bonus provided for therein), in the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family pending CCAA and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)Chapter 11 proceedings.
Appears in 1 contract
General Release. In exchange consideration for the consideration to be items provided to me under the Employment Agreement that I am not otherwise entitled to receivein Section (2) above, I you, on behalf of yourself and your spouse, family, heirs, executors, administrators, attorneys, agents and assigns, hereby generally and completely releasewaive, acquit release and forever discharge the Company Tyson, together with Tyson’s subsidiaries, divisions and its parentaffiliates, subsidiarywhether direct or indirect, and affiliated entities, their joint ventures and investors, along with joint venturers (including its and their predecessors and successors and their respective directors, officers, associates, employees, shareholders, stockholders, partners, partners and agents, attorneyspast, insurerspresent, affiliates and future), and each of its and their respective predecessors, successors and assigns (collectively, the hereinafter collectively referred to as “Released PartiesReleasees”), of and from any and all known or unknown actions, causes of action, claims, suits, demands, rights, damages, costs, expenses, attorney’s fees, compensation or liabilities and obligations, both known and unknown, that arise from of any kind which have been or are in any way could be asserted against the Releasees arising out of or related to events, acts, conduct, or omissions occurring at your employment with and/or separation from employment with Tyson and/or any time prior of the other Releasees and/or any other occurrence up to and including the date that I of this Agreement, including but not limited to:
(a) claims, actions, causes of action or liabilities arising under the Worker Adjustment and Retraining Notification Act as amended (the “WARN Act”), Title VII of the Civil Rights Act of 1964, as amended, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, the Civil rights Act of 1991, as amended, the Civil Rights Act of 1866, the National Labor Relations Act, the Fair Labor Standards Act, as amended, the Federal Occupational Safety and Health Act, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Rehabilitation Act of 1973, as amended, the Americans with Disabilities Act of 1990, as amended, the Family and Medical Leave Act of 1993, as amended, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as amended, and/or any other federal, state, municipal, or local employment discrimination statutes, laws, regulations, ordinances or executive orders (including, but not limited to, claims based on age, sex, attainment of benefit plan rights or entitlement to plan benefits, entitlement to prior notice, race, color, religion, national origin, source of income, union activities, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or
(b) claims or rights you may have as of the date you sign this Release Agreement arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Sec. 621, et seq. (collectively, the “Released ClaimsADEA”). The Released Claims includeYou further agree that your waiver of rights under this Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); and/or
(c) claims, actions, causes of action or liabilities arising under any other federal, state, municipal, or local statute, law, ordinance, regulation, constitution or executive order; and/or
(d) any other claim whatsoever including, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for severance pay, claims for salary/wages/commissions/bonus, claims for expense reimbursement, claims based upon breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, intentional infliction of emotional distress, and discharge in tort, personal injury, invasion of privacy, violation of public policy; and (e) all federal, statenegligence and/or any other common law, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under claim whatsoever relating to your employment with and/or separation from employment with Tyson and/or any of the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)other Releasees.
Appears in 1 contract
Sources: Transition, Non Compete and Consulting Agreement (Tyson Foods Inc)
General Release. In exchange for the consideration to be provided to me under transition pay and the Employment Agreement that I am other benefits contained in this Agreement, most of which are benefits you were not otherwise entitled to receive, I hereby generally you and completely release, acquit your successors and assigns forever release and discharge the Company and its parentCompany, subsidiaryany of the Company’s parents, subsidiaries, affiliates, or related entities, any Company-sponsored employee benefit plans in which you participate, and affiliated entities, and investors, along with its and their predecessors and successors and all of their respective officers, directors, officersshareholders, trustees, agents, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates employees’ spouses and all of their successors and assigns (collectively, the collectively “Released Parties”), of and ) from any and all claims, liabilities actions, causes of action, rights, or damages, including costs and obligationsattorneys’ fees (collectively “Claims”) which you may have, both known and known, unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time later discovered which arose prior to and including the date that I sign you signed this Agreement. This General Release (collectively, the “Released Claims”). The Released Claims includeincludes, but are is not limited to: (a) all claims arising out of or in , any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or Claims under any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federallocal, state, and local statutory claimsor federal laws prohibiting discrimination in employment, including but not limited to claims for discriminationwithout limitation, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended)Acts, the federal Americans with Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)Act, the federal Older Workers Benefit Protection Act, or the Washington State Law Against Discrimination, or Claims under the Employee Retirement Income Security Act, or Claims under any federal, state or local leave laws, including without limitation the Family and Medical Leave Act (“FMLA”)Act, or Claims for unpaid salary, wages, commissions, bonuses or other compensation under any federal, state or local wage and hour laws or wage claim statutes, or Claims alleging any legal restriction on the California Labor Code (as amended)Company’s right to terminate its employees, or any personal injury Claims, including, without limitation, wrongful discharge, defamation, tortious interference with business expectancy or emotional distress, or any Claims alleging breach of express or implied employment contract. This release, however, will not prevent you from bringing a Claim for COBRA benefits, unemployment benefits, vested 401(k) or other retirement benefits. You represent that you have not filed any Claim that was released in this Agreement against the Company or its Released Parties with any court or government agency, and that you will not, to the California Fair Employment extent allowed by applicable law, file such a Claim at any time in the future; provided, however, that this will not limit you from filing a Claim to enforce the terms of this Agreement. Additionally, if any government agency brings any Claim or conducts any investigation against the Company, nothing in this Agreement forbids you from cooperating in such proceedings, but by signing this Agreement, you waive and Housing Act (agree to relinquish any damages or other individual relief that may be awarded as amended)a result of any such proceedings.
Appears in 1 contract
General Release. If you wish to receive benefits under the terms of the Raytheon Severance Pay Plan (the “Plan”), you must sign this General Release (“Release”) and return it to ▇▇▇▇▇ ▇▇▇▇▇▇▇ no later than August 20, 2015. You have seven (7) days after you sign the Release to change your mind and revoke your Release. The Release shall not become effective or enforceable until the eighth day after you sign the Release. • You will have twenty-one (21) days to consider the terms of the Release, unless you decide to execute the Release sooner. In exchange for the consideration to be benefits provided to me under the Employment Plan and the Transition Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released PartiesAgreement”), of you agree to release the Raytheon Company (“Company”) and the other the Released Parties (as defined below) from any and all claims, liabilities and obligationsdemands, both causes of action or obligations of whatever nature, whether known and or unknown, that arise from contingent or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claimsabsolute, including but not limited to all claims for fraudrelating to your employment by, defamationor separation from employment with the Company. The term “Released Parties,” as used in this Release, emotional distressmeans Raytheon Company, its subsidiaries, related corporations, affiliates, partnerships and joint ventures and their respective predecessors, successors and assigns (“Companies”), and discharge the current and former directors, officers, fiduciaries, employees, agents and representatives of the Companies. Your release includes, subject only to the limitations described in violation the following two paragraphs, any claim for wrongful discharge, breach of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, contract or other any claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 1967, as amended (as amended) (the “ADEA”), Title VII of the federal Family and Medical Leave Civil Rights Act (“FMLA”)of 1964, the California Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, claims under any other federal, state or local statute, regulation or other law, and any claim under an applicable collective bargaining agreement. Your Release also includes all claims of every nature and kind whatsoever, whether known or unknown, suspected or unsuspected, past or present, which you may have against the Released Parties. Your release does not include claims or rights that cannot be released by private agreement under federal or applicable state or local law including, but not limited to, the Fair Labor Code (Standards Act, the ADEA, applicable workers’ compensation or unemployment compensation statutes, and any claims for indemnification under applicable state law. Likewise, your release does not include any claims for benefits you may have under the Company’s other employee benefit plans. Nothing in this Release shall be construed to prohibit you from filing a charge with the Equal Employment Opportunity Commission, the United States Department of Labor, the National Labor Relations Board or any comparable state or local agencies. In addition, this release does not limit your right to testify, assist, or participate in an investigation, hearing or proceeding conducted by the EEOC under the ADEA, Title VII of the Civil Rights Act as amended), and the California Fair Employment and Housing Americans with Disabilities Act (as amended)is the Equal Pay Act. Notwithstanding the foregoing, you agree to waive your right to recover monetary damages in any charge, complaint, or lawsuit filed by you or by anyone else including the EEOC, on your behalf.
Appears in 1 contract
Sources: Transition Agreement (Raytheon Co/)
General Release. In exchange for consideration of the consideration Severance Benefits paid or payable pursuant to be provided to me under Section 3 of the Employment Agreement that I am not otherwise entitled to receiveSeparation Agreement, I hereby generally waive and completely releaserelease the Company, acquit its parents, subsidiaries, predecessors, successors and forever discharge the Company and its parent, subsidiaryaffiliates, and affiliated each of such entities’ officers, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholdersmanagers, partnersmembers, agents, attorneys, insurers, affiliates representatives and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities liabilities, demands, causes of action, attorneys’ fees, damages, or obligations of every kind and obligationsnature, both whether known and or unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring arising at any time prior to and including the date that I sign this Release of Claims (collectively, the “Released ClaimsRelease”). The Released Claims includeThis general release includes, but are is not limited to: (a) all claims directly or indirectly arising out of or in any way related to connected with my employment with the Company, Company or the termination of that employmentemployment relationship; (b) all claims or demands related to my compensation or benefits from the Company, including salary, bonuses, fees, retirement contributions, profit‐sharing rights, profit distributions, management fee income, commissions, other incentive compensationcarried interest, vacation pay and the redemption thereofmembership interests, expense reimbursements, fringe benefits, stock, stock unit options, or any other ownership or equity interests in the CompanyCompany or any of its affiliated entities, vacation pay, fringe benefits, expense reimbursements or any other form of compensation or benefit, except claims for benefits or compensation due to me under the Separation Agreement or the Consulting Agreement; (c) all claims for breach pursuant to any federal, state or local law, statute or cause of contractaction in any jurisdiction, wrongful terminationincluding, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraudto, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”)Act, the California Labor Code (as amended)Equal Pay Act, anti‐discrimination statutes, tort law, contract law, wrongful discharge, discrimination, harassment, fraud, defamation, emotional distress, or claims for breach of fiduciary duty. Notwithstanding the foregoing, nothing in this paragraph shall release any of the rights, claims and protections set forth in Section 11(c) of the California Fair Employment and Housing Act (as amended)Separation Agreement.
Appears in 1 contract
Sources: Executive Separation Agreement (Owens & Minor Inc/Va/)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, and as required by the Agreement, I hereby generally and completely release, acquit and forever discharge release the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, investors, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including or on the date that I sign this Release (collectively, the “Released Claims”)Release. The Released Claims includeThis general release includes, but are is not limited to: (a) all claims arising out of or in any way related to my employment with the Company, Company or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpaid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany (excluding claims for any vested right to Company stock, earned compensation, expense reimbursement or any vested right under an ERISA-qualified plan document); (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 1990, the federal Family and Medical Leave Act (as amended“FMLA”), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal California Family and Medical Leave Rights Act (“FMLACFRA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the release in the preceding sentence, I am not releasing any right of indemnification I may have in my capacity as an employee, officer and/or director of the Company pursuant to any express indemnification agreement or under applicable law, nor am I releasing any rights I may have as an owner and/or holder of the Company’s common stock and stock options.
Appears in 1 contract
General Release. In exchange for the consideration provided in paragraph 1 of this Agreement, ▇▇▇▇▇▇▇▇ agrees to be provided to me under the Employment Agreement that I am not otherwise entitled to receivefollowing:
2.1 Employee unconditionally, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiaryirrevocably, and affiliated entitiesabsolutely releases and discharges the Company, and investorsany parent and subsidiary corporations, along with its divisions, and their predecessors other affiliated entities of the Company, past and successors and their respective directorspresent, as well as the Company’s employees, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneys, insurerssuccessors, affiliates and assigns of the Company (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are claims related in any way related to eventsthe transactions or occurrences between them to date to the fullest extent permitted by law including, actsbut not limited to, conductEmployee’s employment with the Company, the termination of Employee’s employment, and all other losses, liabilities, claims, demands, and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of, or omissions occurring at in any time prior way connected with, Employee’s employment with or termination from the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any claims under any state law, tort, contract, common law, constitutional or other statutory claims; any claim for unpaid wages, commissions, bonuses or other employment benefits, including claims for unvested stock options or incentive/bonus compensation (including claims for unvested equity awards and/or benefits under the Variable Compensation Plans); any claims for penalties, damages, or awards of any kind, including without limitation liquidated damages and statutory penalties; as well as any alleged violations of any federal, state, or local laws that may govern Employee’s employment, including, without limitation, the California Labor Code or the federal Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964; the Family and Medical Leave Act; the California Family Rights Act; the Worker Adjustment and Retraining Notification Act (including any similar state statute); the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; the California Fair Employment and Housing Act; the Americans with Disabilities Act; the Age Discrimination in Employment Act of 1967, as amended; all claims for attorneys’ fees, costs, and expenses; and any other action, whether cognizable in law or in equity, based upon any conduct up to and including the date of Employee’s signature on this Agreement. However, this release shall not apply to claims for workers’ compensation benefits, unemployment insurance benefits, or any other claims that I sign cannot lawfully be waived, nor to Employee’s rights to indemnification, and advancement of legal fees as may be required, as a former officer of the Company, Employee’s right to enforce the terms of this Release (collectivelyAgreement, any rights Employee might have to receive an award for information provided to the Securities and Exchange Commission Employee’s rights as a shareholder of the Company and Employee’s rights to any employee benefits accrued for Employee and as to which he has a right following his separation from employment. Illumina, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
2.2 Employee acknowledges that Employee may discover facts or law different from, or in addition to, the “facts or law that Employee knows or believes to be true with respect to the claims released in this Agreement and agrees, nonetheless, that this 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.
2.3 Employee declares and represents that Employee intends this Agreement to be final and complete and not subject to any claim of mistake. Employee executes this release with the full knowledge that this release covers all possible claims against the Released Claims”). The Released Claims includeParties, but are not limited to: (a) all claims arising out of to the fullest extent permitted by law.
2.4 Nothing in this Agreement prohibits employee from filing a claim or in any way related charge with a federal, state, or local agency relating to my Employee’s employment with the Company, or the termination participating in government investigations or actions. However, Employee expressly waives Employee’s right to recover any type of that employment; (b) all claims related to my compensation or benefits personal relief from the Company, including salarymonetary damages or reinstatement, bonusesin any administrative action or proceeding, commissionswhether state or federal, and whether brought by Employee or on Employee’s behalf by an administrative agency, related in any way to the matters released herein. Nothing in this paragraph is intended to prevent or discourage the Employee from communicating with or providing information to any state or federal governmental agency, nor is it intended to impede Employee’s rights to recover any rewards or other incentive compensationpayments as may be provided for under applicable law.
2.5 Employee declares and represents that as of the Effective Date of this Agreement, vacation pay and the redemption thereofEmployee is not aware of any violations of any applicable rules, expense reimbursements, fringe benefits, stock, stock options, regulations and/or laws by Company or any other ownership employee of Company; or equity interests in that if he is aware of or is concerned about any such violations, Employee has reported those to the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).
Appears in 1 contract
General Release. In exchange for the consideration to be and benefits provided to me under the Employment Agreement that I am not otherwise entitled to receiveby this Agreement, I MacDonald hereby generally and completely releasereleases, acquit waives, remises and forever discharge the Company discharges HBC, as well as each and every one of its parentpast, subsidiarypresent or future officers, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholderselders, stockholders, partnerscommittees, agents, attorneys, predecessors, successors, subsidiaries, affiliates, insurers, affiliates and assigns (collectively, the “Released PartiesReleasees”), of and ) from any and all claims, liabilities and obligations, both known and unknown, suspected and unsuspected, and contingent or matured, that arise from out of or are in any way related to any events, acts, conduct, or omissions occurring at any time on or prior to and including the date MacDonald signs this Agreement, and this general release is made on behalf of MacDonald and his heirs, executors, administrators, beneficiaries, and any other individuals or entities that I sign may acquire rights of MacDonald conferred by this Release Agreement (collectively, the “Released ClaimsReleasors”). The Released Claims includeThis general release includes, but are is not limited to: (a) all claims arising out of for unpaid compensation, bonuses, reimbursements and benefits under any contract or in any way related to my employment with laws (except for ▇▇▇▇▇▇▇▇▇’▇ regular salary and health insurance benefits through the Company, or the termination of that employmentSeparation Date); (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, breach of HBC Bylaws, employee handbooks, resolutions, or alleged promises, promissory estoppel, unjust enrichment, specific performance, wrongful termination, and constructive discharge, and/or breach of the implied covenant of good faith and fair dealing; (dc) all tort claims, including including, but not limited to to, claims for fraud, conspiracy, negligent misrepresentation, negligence per se, conversion, defamation, retaliation, emotional distress, and discharge or adverse action in violation of public policy; and (ed) all federal, state, and local statutory claims, including including, but not limited to to, claims for discrimination, harassment, retaliation, attorneys’ feeswhistleblowing, penalties, unfair competition or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)Act, the federal Older Workers Benefit Protection Act, the Family and Medical Leave Act (“FMLA”)Act, the California Labor Code (as amended)Employee Retirement Income Security Act, and the California Fair Employment any Illinois wage payment or discrimination laws; and Housing Act (e) all claims under any other federal, state or local laws provided that such claims are subject to release as amended).a
Appears in 1 contract
Sources: Separation and Release Agreement
General Release. In exchange for 5.1 Executive unconditionally, irrevocably and absolutely releases and discharges the consideration to be provided to me under Company, the Employment Agreement that I am not otherwise entitled to receiveGuarantor and any parent and subsidiary corporations, I hereby generally divisions and completely releaseaffiliated corporations, acquit and forever discharge partnerships or other affiliated entities of the Company and its parentthe Guarantor, subsidiarypast and present, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directorsas well as the employees, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneys, insurers, affiliates successors and assigns of the Company, the Guarantor and their affiliated entities (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are claims related in any way related to eventsthe transactions or occurrences between them to date, actsto the fullest extent permitted by law, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) , Executive’s employment with the Company, the cessation of Executive’s employment, the decision to resign and Executive’s resignation from the Company, and all claims other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way related to my 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 under local, state or federal law, including, but not limited to, alleged violations of: (i) the termination of that employmentArizona Civil Rights Act; (bii) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyArizona Employment Protection Act; (ciii) Title VII of the Civil Rights Act of 1964; (iv) the Civil Rights Acts of 1866, 1871 and 1991; (v) the Age Discrimination in Employment Act; (vi) the Equal Pay Act; (vii) the National Labor Relations Act; (viii) the Fair Labor Standards Act; (ix) the Americans with Disabilities Act; and (x) the Family and Medical Leave Act, and all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penaltiescosts and expenses. The 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 the Executive or on the Executive’s behalf, related in any way to the matters released herein.
5.2 The parties acknowledge that this general release is not intended to bar any claims that, by statute, may not be waived, such as the Executive’s right to file a charge with the National Labor Relations Board or Equal Employment Opportunity Commission and other similar government agencies, claims arising for workers’ compensation benefits or unemployment insurance benefits, as applicable, and any challenge to the validity of the Executive’s release of claims under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act Act, as set forth in this Agreement. In addition, this general release shall not apply to any right to indemnification, advancement of 1967 expenses, limitation of liability or exculpation of liability to the extent provided under or arising from the articles of amendment and restatement or bylaws of the Company or the Guarantor or under any insurance policy maintained by the Company or the Guarantor benefiting Executive with respect to his service as an officer and employee of the Company.
5.3 For the purpose of implementing a full and complete release, the Executive expressly acknowledges that the releases given in this Agreement are intended to include, without limitation, claims that the Executive did not know or suspect to exist in the Executive’s favor at the time of the Effective Date (as amendeddefined in Section 6.2 below) (regardless of whether the “ADEA”)knowledge of such claims, or the facts upon which they might be based, would materially have affected the Executive’s decision to enter into this Agreement; and that the consideration given under this Agreement is also for the release of those claims and contemplates the extinguishment of any such unknown claims, despite the fact that certain state law(s) may provide otherwise. The Executive acknowledges that the Executive may discover facts or law different from, or in addition to, the federal Family facts or law that the Executive knows or believes to be true with respect to the claims released in this Agreement and Medical Leave Act (“FMLA”)agrees, nonetheless, that this 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.
5.4 The Executive declares and represents that the Executive intends this Agreement to be complete and not subject to any claim of mistake, that the release herein expresses a full and complete release and that the Executive intends the release herein to be final and complete. The 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.
5.5 The Executive represents that, as of the date of this Agreement, the California Labor Code (as amended)Executive has made no assignment to any third party of any legal claims against any of the Released Parties, and that the California Fair Executive has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against the Company or any of the other Released Parties in any court or with any governmental agency regarding the matters released in this Agreement.
5.6 Notwithstanding the provisions of Section 5.2 above, the Executive forever releases and waives any rights that the Executive may have to recover money damages or other relief personal to the Executive arising from the Executive’s employment, or separation from employment, at the Company, including, without limitation, any rights that the Executive may have to recover money damages or other relief personal to the Executive as a result of any Equal Employment and Housing Act (Opportunity Commission-sponsored charge or court action or as amended)a result of any administrative proceeding or other legal action related to the matters released above that has been or may in the future be filed on the Executive’s behalf by any third party.
Appears in 1 contract
Sources: Transition and Resignation Agreement (STORE CAPITAL Corp)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveyou by this Agreement, I you hereby generally and completely release, acquit and forever discharge the Company release SST and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to out of events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign your signing this Release (collectively, the “Released Claims”)Agreement. The Released Claims includeThis general release includes, but are is not limited to: (a) all claims arising out of or in any way related to my your employment with the Company, or the termination of that employmentSST; (b) all claims related to my your compensation or benefits from the CompanySST, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanySST; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, nothing in this Agreement shall prevent you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing, except that you acknowledge and agree that you shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released herein. Further, nothing in this Agreement shall (a) prevent either party from filing any claim arising from any breach of the terms of this Agreement, or (b) release SST from any of its indemnification obligations to you pursuant to your March 2000 Indemnity Agreement with SST, SST’s Bylaws or Articles of Incorporation, or statutory or common law.
Appears in 1 contract
Sources: Separation and Consulting Agreement
General Release. In exchange for consideration of the consideration Severance Benefits paid or payable pursuant to be provided to me under Section 3 of the Employment Agreement that I am not otherwise entitled to receiveSeparation Agreement, I hereby generally waive and completely releaserelease the Company, acquit its parents, subsidiaries, predecessors, successors and forever discharge the Company and its parent, subsidiaryaffiliates, and affiliated each of such entities’ officers, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholdersmanagers, partnersmembers, agents, attorneys, insurers, affiliates representatives and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities liabilities, demands, causes of action, attorneys’ fees, damages, or obligations of every kind and obligationsnature, both whether known and or unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring arising at any time prior to and including the date that I sign this Release of Claims (collectively, the “Released ClaimsRelease”). The Released Claims includeThis general release includes, but are is not limited to: (a) all claims directly or indirectly arising out of or in any way related to connected with my employment with the Company, Company or the termination of that employmentemployment relationship; (b) all claims or demands related to my compensation or benefits from the Company, including salary, bonuses, fees, retirement contributions, profit-sharing rights, profit distributions, management fee income, commissions, other incentive compensationcarried interest, vacation pay and the redemption thereofmembership interests, expense reimbursementsunits, fringe benefits, stock, stock options, or any other ownership or equity interests or equity awards in the CompanyCompany or any of its affiliated entities, vacation pay, fringe benefits, expense reimbursements or any other form of compensation or benefit, except claims for benefits or compensation due to me under the Separation Agreement; (c) all claims for breach pursuant to any federal, state or local law, statute or cause of contractaction in any jurisdiction, wrongful terminationincluding, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraudto, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”)Act, the California Labor Code (as amended)Equal Pay Act, anti-discrimination statutes, tort law, contract law, wrongful discharge, discrimination, harassment, fraud, defamation, emotional distress, or claims for breach of fiduciary duty. Notwithstanding the foregoing, nothing in this paragraph shall release any of the rights, claims and protections set forth in Section 11(c) of the California Fair Employment and Housing Act (as amended)Separation Agreement.
Appears in 1 contract
Sources: Executive Separation Agreement (Owens & Minor Inc/Va/)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveYou unconditionally, I hereby generally irrevocably and completely release, acquit absolutely release and forever discharge the Company and its parent, subsidiaryCompany, and any parent and subsidiary corporations, divisions and affiliated entitiescorporations, partnerships or other affiliated entities of the Company, past and investorspresent, along with its and their predecessors and successors and their respective directorsas well as the Company’s employees, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are claims related in any way related to eventsthe transactions or occurrences between them to date, actsto the fullest extent permitted by law, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) , your employment with the Company, the termination of your employment, and all claims other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way related to my connected with your employment with the Company. This release is intended to have the broadest possible application and includes, or the termination of that employment; (b) all claims related to my compensation or benefits from the Companybut is not limited to, including salaryany tort, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful terminationcommon law, and breach of the implied covenant of good faith and fair dealing; (d) all tort constitutional or other statutory claims, including including, but not limited to claims for fraud, defamation, emotional distress, and discharge in violation alleged violations of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, the California Labor Code or other claims arising under the federal Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (of 1967, as amended), and all claims for attorneys’ fees, costs and expenses. You expressly waive your right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by you or on your 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 any challenge to the validity of your release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Xilinx Inc)
General Release. In exchange As a material inducement for the consideration Company to be provided enter this Agreement and as a condition to me the right to receive Severance Pay, the Annual Discretionary Bonus and other benefits under the Employment Agreement that I am not otherwise entitled Severance Plan, Executive does hereby agree to receive, I hereby generally and completely release, acquit release and forever discharge the Company and its parent, subsidiaryCompany, and affiliated all of its respective current and former parent corporations, subsidiaries, affiliates, predecessors, successors, divisions, other related entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partnersassigns, agents, attorneys, insurersofficers, affiliates directors, employees, benefit plans and assigns fiduciaries thereof, and all of their respective current and former parent corporations, subsidiaries, affiliates, predecessors, successors, divisions, other related entities, assigns, agents, attorneys, officers, directors, employees, and heirs (collectively, the referred to herein as “Released PartiesReleasees”), of and ) from any and all claims, complaints, liabilities and obligationsor obligations of any kind whatsoever, both whether known and or unknown, that arise from arising in tort or are in any way related to eventscontract, actswhich Executive may have, conductnow has, or omissions occurring at has ever had arising from Executive’s employment with the Company or the termination thereof, or any time prior other matter or event that may have occurred as of the Effective Date of this Agreement, including, but not limited to, unpaid wages, salary, overtime compensation, bonuses, commissions or other compensation of any sort or any benefits arising out of Executive’s employment (including but not limited to claims relating to stock and/or stock options); any other claims arising under any federal, state, or local laws and regulations relating to employment or employment discrimination; or for costs, fees or other expenses, including the date that I sign this Release attorneys’ fees, incurred regarding these matters (collectively, the “Released Claims”). The Executive understands and agrees that the Released Claims include, but are not limited to: (a) , any and all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including complaints, liabilities or obligations under applicable federal, state or local statute, ordinance or common law, including, but not limited to claims for fraudto, defamation, emotional distress, and discharge in violation Title VII of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (1964, as amended)amended by the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the federal Americans with With Disabilities Act Act, Sections 503 and 504 of 1990 (as amended)the Rehabilitation Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Older Workers’ Benefits Protection Act (“OWBPA”), the Executive Retirement Income Security Act, the Family and Medical Leave Act (“FMLA”), the California Labor Code Worker Adjustment and Retraining Notification Act (as amended“WARN”), the Equal Pay Act, the Uniform Services Employment and Reemployment Act of 1994, the Employee Retirement Income Security Act, the National Labor Relations Act (“NLRA”), the California Fair Employment and Housing Act (as amendedFEHA), the California Labor Code and the California Labor Code Private Attorneys General Act (PAGA). This release excludes claims for unemployment benefits, claims for worker’s compensation benefits, and any other claims, the release of which is prohibited by applicable state and/or federal law.
Appears in 1 contract
Sources: Separation Agreement (Nuvasive Inc)
General Release. In exchange for consideration of the consideration to be provided to me under payment of the Employment Agreement that I am Severance Pay, and Benefits Continuation (collectively, the “Severance Benefits”), which you acknowledge you would not otherwise be entitled to receive, I you hereby generally voluntarily and completely release, acquit unconditionally release and forever discharge the Company Company, its affiliates, parent companies, subsidiaries, predecessors, successors and its parent, subsidiaryassigns, and affiliated entities, and investors, along with its and their predecessors and successors and all of their respective current and former officers, directors, officersstockholders, employees, shareholdersagents, stockholdersrepresentatives, partners, agentsplan administrators, attorneys, insurers, affiliates insurers and assigns fiduciaries (collectivelyeach in their individual and corporate capacities) (hereinafter, the “Released Parties”), of and ) generally from any and all claims, liabilities and charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, both known liabilities, and unknownexpenses (including attorneys’ fees and costs), that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to of every kind and including the date that I sign this Release nature (collectively, the “Released Claims”), which you ever had or now have against the Released Parties, as of the date you sign this Agreement. The Released Claims includeThis release includes, but are not limited towithout limitation, all Claims: (a) all claims arising out · relating to your employment by the Company; · relating to the termination of or in any way related to my your employment with the Company; · for wrongful discharge, defamation, breach of privacy, intentional infliction of emotional distress, or the termination any other tort or under common law; · for breach of that employmentcontract, express or implied; (b) all claims related · for violation of public policy, or alleged whistleblower activity; · relating to my compensation or benefits from the Companyharassment, including discrimination, retaliation, and/or civil rights; · for compensation, salary, wages, bonuses, commissions, other overtime, expense reimbursement, incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, vacation pay or any other ownership compensation or equity interests in benefits, including any claim conferred by or arising under any state, federal or local law, including M.G.L. ch. 149 ¶¶148 and 150 (also known as the CompanyMassachusetts Wage Act); (c) all claims the Arizona Wage Act, the Arizona Minimum Wage Act, or any other state, federal or local wage and hour laws; · for breach damages or other remedies of contractany sort, wrongful terminationincluding, without limitation, compensatory damages, punitive damages, injunctive relief and breach of the implied covenant of good faith attorney’s fees; and fair dealing; (d) all tort claims· Claims otherwise conferred by or arising under any federal, state, and/or municipal law including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation Title VII of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended)Act, the federal Americans with Disabilities Act of 1990 (as amended)Equal Pay Act, 42 U.S.C. §1981, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)Act, the federal Older Workers Benefit Protection Act, the Americans With Disabilities Act, the Family and Medical Leave Act (“FMLA”)Act, the California Labor Code (Rehabilitation Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Arizona Employment Protection Act, the Arizona Civil Rights Act, the Arizona Equal Pay Act, the Arizona Occupational Health and Safety Act, Arizona Right to Work Act, Arizona Drug Testing of Employees Act, Arizona Medical Marijuana Act, and similar provisions under the laws of the Commonwealth of Massachusetts, the State of Arizona or any other state or municipality, all as amended. Notwithstanding the foregoing, this release of claims shall not be construed to impair your right to enforce the terms of this Agreement or to file, comply with or participate in an investigation or proceeding instituted by the Equal Employment Opportunity Commission or any applicable state anti-discrimination agency (except that you acknowledge that you hereby waive any right to recover any monetary benefits in connection with any such claim, charge or proceeding). As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned to any third party and you have not filed with any agency or court any Claim released by this Agreement. You further acknowledge and agree that you have waived any relief available to you (including without limitation, monetary damages, equitable relief and reinstatement) under any of the California Fair Employment and Housing Act (as amended)Claims referenced in this Paragraph 3.
Appears in 1 contract
Sources: Severance Agreement (Datawatch Corp)
General Release. My employment with ▇▇▇▇▇▇▇▇▇ is terminated effective [Separation Date]. In exchange for consideration of the consideration to be provided special, individualized severance package offered to me under by ▇▇▇▇▇▇▇▇▇ and the Employment separation benefits I will receive as reflected in a notice dated [Agreement that I am not otherwise entitled to receiveDate] (the “Separation Agreement”), I I, [Executive Name], hereby generally release and completely release, acquit and forever discharge the Company ▇▇▇▇▇▇▇▇▇ and its parentpredecessors, subsidiarysuccessors, affiliates, and affiliated partners and each of those entities, and investors, along with its and their predecessors and successors and their respective directors’ employees, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates directors and assigns agents (collectively, hereafter collectively referred to as the “Released PartiesCompany”)) from all claims, liabilities, demands, and causes of action, known or unknown, fixed or contingent, which I may have or claim to have against the Company either as a 72178517.2 result of my past employment with the Company and/or the severance of that relationship and/or otherwise, and from hereby waive any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior rights I may have with respect to and including the date that I sign this promise not to file a lawsuit to assert any such claims. This General Release (collectively, the “Released Claims”). The Released Claims includeincludes, but are is not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under Title VII of the federal Civil Rights Act of 1964 (1964, the Civil Rights Act of 1866, as amended), the federal Americans with Disabilities Pregnancy Discrimination Act of 1990 (as amended)1978, the federal Equal Pay Act, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1967 (as amended) (the “ADEA”)1973, the federal Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 and the Veterans Reemployment Rights Act (all as amended from time to time). This General Release also includes, but is not limited to, any rights I may have under the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Act of 1988, the Fair Labor Standards Act, the Family and Medical Leave Act (“FMLA”)Act, the California Labor Code (as amended)Occupational Health and Safety Act and any other federal, state and/or municipal statutes, orders or regulations pertaining to labor, employment and/or employee benefits. This General Release also applies to any claims or rights I may have growing out of any legal or equitable restrictions on the Company’s rights not to continue an employment relationship with its employees, including any expressed or implied employment contracts, and to any claims I may have against the California Fair Employment Company for fraudulent inducement or misrepresentation, defamation, wrongful termination or other retaliation claims in connection with workers’ compensation or alleged “whistleblower” status or on any other basis whatsoever. It is specifically agreed, however, that this General Release does not have any effect on any rights or claims I may have against the Company which arise after the date I execute this General Release or on any vested rights I may have under any of the Company's qualified benefit plans or on any of the Company’s obligations under the Separation Agreement. I have carefully reviewed and Housing Act (fully understand all the provisions of the Separation Agreement and General Release, including the foregoing notice. I have not relied on any representation or statement, oral or written, by the Company or any of its representatives, which is not set forth in those documents. The Separation Agreement and this General Release, including the foregoing notice, set forth the entire agreement between me and the Company with respect to this subject. I understand that my receipt and retention of the separation benefits covered by the Separation Agreement are contingent not only on my execution of this General Release, but also on my continued compliance with my other obligations under the Separation Agreement. I acknowledge that the Company gave me [21/45] days to consider whether I wish to accept or reject the separation benefits I am eligible to receive under the Separation Agreement in exchange for this General Release. I also acknowledge that the Company advised me to seek independent legal advice as amendedto these matters, if I chose to do so. I hereby represent and state that I have taken such actions and obtained such information and independent 72178517.2 legal or other advice, if any, that I believed were necessary for me to fully understand the effects and consequences of the Separation Agreement and this General Release prior to signing those documents. Date:________________ ________________________________________ [Executive Name] 72178517.2 The following demographic information provided in the two tables below is provided to you for review and consideration in connection with signing the SEVERANCE AGREEMENT AND GENERAL RELEASE. This list represents job titles and ages of employees of ▇▇▇▇▇▇▇▇▇ whose employment has recently terminated. TITLE AGE(S) This list represents the job titles and ages of current employees of ▇▇▇▇▇▇▇▇▇ whose employment has not recently terminated. Those employees by job title and age are as follows: TITLE AGE(S).
Appears in 1 contract
General Release. In exchange for For and in consideration of the consideration to be provided to me under Separation Payments, together with other good and valuable consideration, the Employment Agreement that I am not otherwise entitled to receivesufficiency of which you hereby acknowledge, I you, on behalf of yourself and your heirs, executors, personal representatives, successors and assigns (collectively, a “Releasor” or “Releasors”), hereby generally and completely release, acquit release and forever discharge the Company Company, and its parentcurrent and former parents, subsidiarysubsidiaries, affiliates, predecessors, successors, and affiliated entitiesrelated companies, and investorseach of these entities’ current and former owners, along with its and their predecessors and successors and their respective directors, officers, employeesmembers, managers, shareholders, stockholders, partners, agents, employees, contractors, attorneys, insurerssuccessors and assigns, affiliates in both their individual and assigns official capacities, as appropriate (collectively, the a “Released PartiesReleasee” or “Releasees”), of and from any and all claims, liabilities and complaints, demands, actions, causes of action, suits, rights, debts, obligations, both judgments, damages, entitlements, liabilities, and expenses (including attorneys’ fees) of any kind whatsoever that any Releasors now have or ever had against any Releasees, whether known and or unknown, that arise from suspected or are in any way unsuspected, or concealed or apparent related to eventsyour employment with the Company or any other Releasee, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release termination of such employment (collectively, the “Released Claims”). The For the avoidance of doubt, and without limiting the broad nature of the Released Claims includeClaims, but are not limited to: (a) this Agreement releases each of the Releasees from any and all claims arising out under any law relating to employment, including, but not limited to (all as amended), Title VII of or the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Equal Pay Act of 1963, the Immigration Reform and Control Act of 1986, the Genetic Information Nondiscrimination Act of 2008, the Civil Rights Act of 1866 (42 U.S.C. §§ 1981–1988), the Employee Retirement and Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the Uniform Services Employment and Reemployment Rights Act, all claims under the Texas Labor Code (including Chapter 21, formerly known as the Texas Commission on Human Rights Act, and Chapter 451, known as the Texas Anti-Retaliation Law), and any way related to my employment with the Company, or the termination of and all state and local laws that employmentmay be legally waived; (b3) all claims related to my compensation or benefits from the Companyfor wages, including salarywage supplements, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionspaid time off, or any other ownership form of compensation or equity interests in the Companybenefit; (c4) all arising under any employee benefit plan, policy, or practice; (5) arising under tort, contract, or quasi-contract law, including but not limited to claims for of breach of an expressed or implied contract, wrongful terminationtortious interference with contract or prospective business advantage, and breach of the implied covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, retaliation, violation of public policy, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, or negligent or intentional infliction of emotional distress; (d6) all tort claimsfor monetary or equitable relief, including but not limited to claims for fraudattorneys’ fees, defamationback pay, emotional distressfront pay, and discharge in violation of public policyreinstatement, compensatory or punitive damages, liquidated damages, experts’ fees, medical fees or expenses, costs or disbursements; and (e7) all arising under any other federal, state, or local law, statute, amendment, rule, regulation, order, code, common law, policy, ordinance, or court decision. The Released Claims do not include any claim: (a) that arises exclusively after the date you execute this Agreement; (b) to vested rights under any of the Company’s employee benefit plans; (c) relating to your right to receive the Accrued Bonus or Other Accrued Obligations; (d) relating to the enforcement of your rights under this Agreement; or (e) that cannot be released under law, such as claims for statutory unemployment benefits or workers’ compensation benefits. You agree and local statutory claimsrepresent that, on or before the Separation Date, you returned all Company property, including but not limited to claims for discriminationkeys, harassmentcredit cards, retaliationsecurity access cards, attorneys’ feescodes, penaltiesiPads, memoranda, data, records, notes and other information in your possession or other claims arising under your control in any form. Notwithstanding the federal Civil Rights Act of 1964 (as amended)foregoing, the federal Americans with Disabilities Act of 1990 (as amended)Company agrees that you may keep your computer and cell phone, provided that the federal Age Discrimination Company will be entitled to remove all confidential and proprietary information from such devices, to its reasonable satisfaction. You also must convert the service on the cell phone to a new service plan in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)your own name.
Appears in 1 contract
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise Executive, individually and on behalf of Executive’s successors, assigns, attorneys, and all those entitled to receiveassert Executive’s rights, I hereby generally and completely release, acquit now and forever discharge hereby releases and discharges the Company and its parentrespective officers, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officersstockholders, trustees, employees, shareholders, stockholders, partners, agents, attorneysfiduciaries, insurersparent corporations, affiliates subsidiaries, affiliates, estates, successors, assigns and assigns attorneys (collectively, the “Released Parties”), of and from any and all claims, liabilities and actions, causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, both known costs, expenses, damages, judgments, agreements, promises, demands, claims for attorney’s fees and unknown, that arise from or are in any way related to events, acts, conductcosts, or omissions occurring at any time prior to and including the date that I sign this Release liabilities whatsoever (collectively, the “Released Claims”). The , in law or in equity, which Executive ever had or now has against the Released Parties, including, without limitation, any Claims include, but are not limited to: (a) all claims arising out by reason of or in any way related connected with any employment relationship which existed between the Company and its affiliates and Executive and/or the termination of such relationship. It is understood and agreed that this Release is intended to my cover all Claims, whether known or unknown, of any nature whatsoever, including those which may be traced either directly or indirectly to the aforesaid employment with the Companyrelationship, or and/or the termination of that employment; (b) all claims related relationship, that Executive has, had or purports to my compensation or benefits have, from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and beginning of time to the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach date of contract, wrongful terminationthis Release, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims Claims arising or alleged to arise under any federal, state or municipal statute, law or regulation, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act, or the Fair Labor Standards Act; Claims for fraud, defamation, emotional distress, and statutory or common law wrongful discharge or termination in violation of public policy; and (e) all federalClaims for breach of contract, stateexpress or implied, and local statutory claimspromissory estoppel, fraud, misrepresentation, interference with contract or prospective economic advantage, or unfair business practices; Claims for defamation, libel or slander; Claims for intentional or negligent infliction of emotional distress; Claims for wages or vacation pay; Claims for benefits or that in any way relate to the design or administration of any employee benefit program, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims any Claims arising under the federal Civil Rights Act of 1964 (as amended)Employee Retirement Income Security Act; Claims for attorney’s fees, the federal Americans with Disabilities Act of 1990 (as amended)expenses and costs; or Claims under any other applicable federal, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)state or local law or legal concept.
Appears in 1 contract
Sources: Executive Employment Agreement (Freeport-McMoran Inc)
General Release. In exchange for the consideration to be provided to me under separation pay and the Employment Agreement that I am other benefits contained in this Agreement, most of which are benefits you were not otherwise entitled to receive, I hereby generally you and completely release, acquit your successors and assigns forever release and discharge the Company and its parentCompany, subsidiaryany of the Company’s parents, subsidiaries, affiliates, or related entities, any Company-sponsored employee benefit plans in which you participate, and affiliated entities, and investors, along with its and their predecessors and successors and all of their respective officers, directors, officersshareholders, trustees, agents, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates employees’ spouses and all of their successors and assigns (collectively, the collectively “Released Parties”), of and ) from any and all claims, liabilities actions, causes of action, rights, or damages, including costs and obligationsattorneys’ fees (collectively “Claims”) which you may have, both known and known, unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time later discovered which arose prior to and including the date that I sign you signed this Agreement. This General Release (collectively, the “Released Claims”). The Released Claims includeincludes, but are is not limited to: (a) all claims arising out of or in , any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or Claims under any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federallocal, state, and local statutory claimsor federal laws prohibiting discrimination in employment, including but not limited to claims for discriminationwithout limitation, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended)Acts, the federal Americans with Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)Act, the federal Older Workers Benefit Protection Act, or the Washington State Law Against Discrimination, or Claims under the Employee Retirement Income Security Act, or Claims under any federal, state or local leave laws, including without limitation the Family and Medical Leave Act (“FMLA”)Act, or Claims for unpaid salary, wages, commissions, bonuses or other compensation under any federal, state or local wage and hour laws or wage claim statutes, or Claims alleging any legal restriction on the California Labor Code (as amended)Company’s right to terminate its employees, or any personal injury Claims, including, without limitation, wrongful discharge, defamation, tortious interference with business expectancy or emotional distress, or any Claims alleging breach of express or implied employment contract. This release, however, will not prevent you from bringing a Claim for COBRA benefits, unemployment benefits, vested 401(k) or other retirement benefits. You represent that you have not filed any Claim that was released in this Agreement against the Company or its Released Parties with any court or government agency, and that you will not, to the California Fair Employment extent allowed by applicable law, file such a Claim at any time in the future; provided, however, that this will not limit you from filing a Claim to enforce the terms of this Agreement. Additionally, if any government agency brings any Claim or conducts any investigation against the Company, nothing in this Agreement forbids you from cooperating in such proceedings, but by signing this Agreement, you waive and Housing Act (agree to relinquish any damages or other individual relief that may be awarded as amended)a result of any such proceedings.
Appears in 1 contract
General Release. I, ▇▇▇▇▇▇ ▇. ▇▇▇▇, understand and, of my own free will, enter into this General Release. In exchange for consideration of the payments, benefits, agreements, and other consideration to be provided to me under by Authentidate Holding Corp. (“AHC”) as described in the Employment Agreement that I am not otherwise entitled to receiveagreement of which this General Release is a part (such agreement, I hereby generally this General Release, together, the “Agreement”), ▇▇▇▇▇▇ ▇. ▇▇▇▇, for himself or herself and completely releasefor his heirs, acquit and forever discharge the Company and its parentexecutors, subsidiaryadministrators, and affiliated entities, and investors, along with its and their predecessors and successors and their respective successors and assigns (collectively, “Employee”), HEREBY RELEASES AND FOREVER DISCHARGES, to the maximum extent permitted by law, Authentidate Holding Corp., its stockholders (solely in their capacity as stockholders of AHC), subsidiaries, affiliates, divisions, successors and assigns, their respective current and former officers, directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurerswhether as individuals or in their official capacity, affiliates and each of their respective successors and assigns (collectivelyhereinafter collectively referred to as “AHC”) of and from all or any manner of actions, the causes and causes of action, suits, debts, obligations, damages, complaints, liabilities, losses, covenants, contracts, controversies, agreements, promises, variances, trespasses, judgments and expenses (including attorneys’ fees and costs), extents, executions, claims and demands whatsoever at law or in equity (“Released Partiesclaims”), specifically including by way of and from any and all claimsexample but not limitation, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach Title VII of the implied covenant Civil Rights Acts of good faith 1964 and fair dealing1991, as amended; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (1866; the Employee Retirement Income Security Act of 1974, as amended); the National Labor Relations Act, as amended; the federal Americans with Disabilities Act of 1990 (as amended), 1990; the federal Age Discrimination in Employment Act of 1967 (1967, as amended) (; the “ADEA”)Worker Adjustment and Retraining Notification Act; the Pregnancy Discrimination Act; and all Federal, State and local statutes, regulations, decisional law and ordinances and all human rights, fair employment, contract and tort laws relating to Employee’s employment with AHC and/or the termination thereof including, again by way of example but without limitation, the federal Family New Jersey and Medical Leave Act (“FMLA”)New York Civil Rights Laws, the California Labor Code (New Jersey Law Against Discrimination, the New York Executive Law, the New York City Human Rights Law, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, any civil rights or human rights law, as amended)well as all claims for wrongful discharge, breach of contract, personal injury, defamation, mental anguish, injury to health and reputation, and sexual harassment, which Employee ever had, now has, or which Employee hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever arising out of Employee’s employment by AHC or the California Fair Employment termination thereof, provided that this General Release shall not extend to (i) any rights, remedies, or claims Employee may have in enforcing the terms of this Agreement; (ii) any rights Employee may have to receive vested amounts under AHC’s stock option plan, 401-K or pension plans; (iii) Employee’s rights to medical benefit continuation coverage, on a self-pay basis, pursuant to federal law (COBRA); and Housing Act (iv) claims for indemnification (whether under state law, the Company's by-laws or otherwise) for acts performed as amended)an officer or director of the Company or any of its affiliates. Employee takes this action fully aware of Employee’s rights arising under the laws of the United States (and any State or local governmental entity thereof) and voluntarily waives and releases all such rights or claims under these or other laws, but does not intend to, nor is Employee waiving any rights or claims that may arise after the date that this Agreement is signed by Employee. The provisions of any laws providing in substance that releases shall not extend to claims which are at the time unknown to or unsuspected by the person executing such release, are hereby waived. Employee represents that Employee has been advised to and has had an opportunity to consult with an attorney and/or any other advisors of Employee’s choosing before signing this Agreement, and was given a period of twenty-one (21) days to consider this Agreement. Employee is permitted, at his discretion, to return the Agreement prior to the expiration of this 21-day period. Employee has relied only on the promises written in the Agreement, and not on any other promise made by AHC or any other entity or person. Employee has read and understood the Agreement and enters into it knowingly and voluntarily.
Appears in 1 contract
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I ▇▇▇▇▇▇▇▇▇ hereby generally and completely release, acquit releases and forever discharge the Company discharges Marathon and each of its parentparents, subsidiarysubsidiaries, and affiliated entitiesdivisions, and investorsaffiliates, along with its and their operating companies, predecessors and successors successors, as well as all of the current and their respective directorsformer employees, officers, employeesdirectors, owners, shareholders, stockholders, partners, agentsrepresentatives, attorneys, insurers, agents and affiliates and assigns of each of them (collectively, the “Released Parties”), of and from any and all claims, liabilities and complaints, charges, causes of action, liabilities, obligations, both debts, contracts, lawsuits, proceedings, judgments, damages and attorneys’ fees against the Released Parties, whether known and or unknown, that arise from which ▇▇▇▇▇▇▇▇▇ ever had, now has or are in any way related which ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇’▇ heirs, executors, administrators, successors, representatives or assigns may have or claim to events, acts, conduct, or omissions occurring at any time have prior to and including the date that I sign this Release Agreement is signed by ▇▇▇▇▇▇▇▇▇, due to any matter whatsoever relating to ▇▇▇▇▇▇▇▇▇’▇ employment, compensation, benefits, and termination of ▇▇▇▇▇▇▇▇▇’▇ employment with Marathon or any of the Released Parties (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a1) all claims arising out under federal, state or local statute, law, regulation or ordinance such as, without limitation, any claim that any of the Released Parties violated Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Americans with Disabilities Act Amendments Act of 2008, the Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, the Occupational Safety and Health Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act, the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act, the Employee Retirement Income Security Act, the Consolidated Omnibus Budget Reconciliation Act (excluding claims relating solely to “COBRA” continuation coverage under Marathon’s group health plans), the Health Insurance Portability and Accountability Act, the Fair Credit Reporting Act, claims of retaliation under the Fair Labor Standards Act, and any claim of unlawful discrimination or in retaliation of any way related kind including but not limited to my employment with the Companyclaims under state law; (2) any public policy, contract, tort, or the termination common law claim of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claimskind, including but not limited to claims for wrongful discharge, breach of contract, promissory estoppel, false imprisonment, intentional or negligent infliction of emotional distress, invasion of privacy, fraud, duress, fraudulent misrepresentation, negligent misrepresentation, defamation, emotional distressnegligence, assault, battery, conversion, and discharge in violation of public policy; (3) any claim concerning grants of restricted stock, performance units or stock options that were, by their terms, unvested as of ▇▇▇▇▇▇▇▇▇’▇ termination of employment; and (e4) all federalany claim for costs, statefees, and local statutory claimsor other expenses including attorney’s fees incurred in these matters. However, this Agreement does not release (1) any claims to enforce Marathon’s obligations under this Agreement; (2) any claims that may arise after the date this Agreement is signed; (3) any claim that the controlling law clearly states may not be released by private agreement, including but not limited to claims any claim for discrimination, harassment, retaliation, attorneys’ fees, penalties, an award for original information submitted pursuant to the whistleblower protections provided by Section 21F of the Securities Exchange Act of 1934; or other claims arising (4) any claim for payments or benefits under the federal Civil Rights Act plans or arrangements described in the last sentence of 1964 (as amended), the federal Americans with Disabilities Act Section 5 of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)this Agreement.
Appears in 1 contract
General Release. In exchange for the valuable consideration set forth herein, you hereby waive any and all rights to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary▇▇▇ and/or make any claims against ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Company, and affiliated entitiesany affiliates, parent companies and subsidiaries, and investors, along with its and their predecessors past, present and successors and their respective future officers, directors, officers, employees, shareholders, stockholders, partners, agents, attorneysemployee benefit plans and their administrators and fiduciaries and its and their successors and assigns, insurers, affiliates and assigns (collectively, collectively the “Released Parties”)) based upon any act or event occurring prior to the Effective Date of this Letter Agreement. Without limitation, of and you specifically release the Released Parties from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all such claims arising out of or in any way related to my your employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits and separation from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionswhether known, or unknown, including, but not limited to, claims under the Change in Control Agreement, claims based on discrimination under federal anti-discrimination laws such as Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Equal Pay Act, the Worker Adjustment Retraining Notification Act, the Family Medical Leave Act, claims under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (including, without limitation, claims for interference with your rights to benefits under section 510 of ERISA), the Fair Labor Standards Act, the Fair Credit Reporting Act and/or any entitlement under any company program or plan, including for wages or other paid leave, and any and all federal, state and local fair employment practice laws, disability benefits law, and any other ownership employee or equity interests in the Company; (c) all claims for labor relations statute, and any duty or other employment related obligation, tort, breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federalnegligence, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ feesclaims for monetary or equitable relief, penaltiespunitive and compensatory relief and attorney’s fees and costs. Except for those claims, causes of action or rights explicitly excluded from this General Release, you agree that you will never accept anything of value from a lawsuit, administrative complaint, or other charge of any kind filed with any court, governmental or administrative agency or arbitrator concerning any claim, issue or matter relating to or arising out of any interaction with the Company prior to the parties’ execution of this Agreement. You further represent and agree that you will immediately notify the Company if you have filed or pursued any complaints, charges or lawsuits with any court, governmental or administrative agency or arbitrator against the Released Parties asserting any claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination that are released in Employment Act of 1967 (as amended) this general release (the “ADEAGeneral Release”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).
Appears in 1 contract
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that this Release to which I am would not otherwise entitled to receivebe entitled, I hereby generally and completely releasesettle, acquit release and forever discharge any and all claims of every type, known or unknown, which I have or may have against the Company Company, and its parentshareholders, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates employees and assigns representatives (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both whether known and or unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including or on the date that I sign this Release (collectively, the “Released Claims”). The Released Claims includeThis is a general release of all claims and includes, but are not limited to: without limitation; (ai) all claims arising out of or in any way related to my employment with the Company, Company or the termination of that employment; (bii) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofvacation, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership ownership, equity, or equity profits interests in the Company; (ciii) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (div) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (ev) and all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under any Federal, State, or local laws or regulations pertaining to employment, including discrimination on the federal basis of sex, pregnancy, race, color, marital status, religion, creed, national origin, age, disability, medical condition, or mental condition status or any status protected by any other anti-discrimination laws, including, without limitation, Title VII of the Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 (as amended)Family Medical Leave Act, the federal Age Discrimination in Employment Act of 1967 (as amended29 U.S.C. § 621, et seq.) (the “ADEA”), the federal Family and Medical Leave Americans with Disabilities Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)Act, and the California Family Rights Act, whether such claim be based on an action filed by me or by a Governmental Agency.
Appears in 1 contract
Sources: Retention, Transition and Separation Agreement (Jack in the Box Inc /New/)
General Release. In exchange for the consideration Separation Pay and any other benefits contained in this Separation Agreement, which are in addition to be provided to me under the Employment Agreement that I am not benefits Paige is otherwise entitled to receive, I hereby generally Paige and completely release, acquit his/her successors and assigns forever release and discharge the Company and its Company, any of the Company's parent, subsidiary, and affiliated or related entities, any Company-sponsored employee benefit plans in which Paige participates, and investors, along with its and their predecessors and successors and all of their respective officers, directors, officerstrustees, agents, shareholders, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates employees' spouses and all of their successors and assigns (collectively, the “Released Parties”), of and "Releasees") from any and all employment-related claims, liabilities and obligationsactions, both known and unknowncauses of action, that arise from or are in any way related to events, acts, conductrights, or omissions occurring at any time prior to damages, including costs and including the date that I sign this Release attorneys' fees (collectively, "Claims") which Paige may have on behalf of himself/herself, known, unknown, or later discovered which arose prior to the “Released Claims”). The Released Claims includedate Paige signs this Separation Agreement.
11.1 This General Release includes, but are is not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or Claims under any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federallocal, state, and local statutory claimsor federal laws prohibiting discrimination in employment, including but not limited to claims for discriminationwithout limitation, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended)Acts, the federal Americans with Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (Act, or the “ADEA”)Washington State Law Against Discrimination; Claims under the Employee Retirement Income Security Act; Claims under any federal, state or local leave laws, including without limitation the federal Family and Medical Leave Act (“FMLA”)Act; Claims for unpaid salary, wages, commissions, bonuses or other compensation under any federal, state or local wage and hour laws or wage claim statutes; Claims alleging any legal restriction on the California Labor Code (as amended)Company's right to terminate its employees; any personal injury Claims, including without limitation, wrongful discharge, defamation, tortious interference with business expectancy or emotional distress; or any Claims alleging breach of express or implied employment contract.
11.2 Paige represents that he/she has not filed any Claim against the Company or its Releasees, and that he/she will not do so at any time in the California Fair Employment and Housing Act (as amended)future concerning Claims released in this Separation Agreement; provided, however, that this will not limit Paige from filing a Claim to enforce the terms of this Separation Agreement.
Appears in 1 contract
Sources: Separation Agreement (N2h2 Inc)
General Release. In exchange for the consideration to be provided to me under Employee pursuant to the Employment Agreement offer letter agreement with Omnicell, Inc. (“Omnicell”) dated May 24, 2012 (“Offer Letter Agreement”), that I am Employee is not otherwise entitled to receive, I Employee hereby generally and completely releasereleases Omnicell, acquit and forever discharge the Company and its parentInc., subsidiaryMedPak Holdings, and affiliated entitiesInc., and investorsMTS Medication Technologies, along with its and their predecessors and successors Inc., and their respective current and former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign Employee’s signing this Release (collectively, the “Released Claims”)Release. The Released Claims includeThis general release includes, but are is not limited to: (a1) all claims arising out of or in any way related to my Employee’s employment with the Company, Omnicell or the termination of that employment; (b1) all claims related to my Employee’s compensation or benefits from the CompanyOmnicell, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyOmnicell; (c1) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; claims under the MTS Employment Agreement (das defined in the Offer Letter Agreement); (1) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e1) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended)Act, and the California Fair Employment and Housing Florida Civil Rights Act of 1992 (as amended).
Appears in 1 contract
Sources: Employment Agreement (OMNICELL, Inc)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise Executive, individually and on behalf of Executive’s successors, assigns, attorneys, and all those entitled to receiveassert Executive’s rights, I hereby generally and completely release, acquit now and forever discharge hereby releases and discharges the Company and its parentrespective officers, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officersstockholders, trustees, employees, shareholders, stockholders, partners, agents, attorneysfiduciaries, insurersparent corporations, affiliates subsidiaries, Affiliates, estates, successors, assigns and assigns attorneys (collectively, the “Released Parties”), of and from any and all claims, liabilities and actions, causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, both known costs, expenses, damages, judgments, agreements, promises, demands, claims for attorney’s fees and unknown, that arise from or are in any way related to events, acts, conductcosts, or omissions occurring at any time prior to and including the date that I sign this Release liabilities whatsoever (collectively, the “Released Claims”). The , in law or in equity, which Executive ever had or now has against the Released Parties, including, without limitation, any Claims include, but are not limited to: (a) all claims arising out by reason of or in any way related connected with any employment relationship which existed between the Company and its Affiliates and Executive and/or the termination of such relationship. It is understood and agreed that this Release is intended to my cover all Claims, whether known or unknown, of any nature whatsoever, including those which may be traced either directly or indirectly to the aforesaid employment with the Companyrelationship, or and/or the termination of that employment; (b) all claims related relationship, that Executive has, had or purports to my compensation or benefits have, from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and beginning of time to the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach date of contract, wrongful terminationthis Release, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims Claims arising or alleged to arise under any federal, state or municipal statute, law or regulation, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act, or the Fair Labor Standards Act; Claims for fraud, defamation, emotional distress, and statutory or common law wrongful discharge or termination in violation of public policy; and (e) all federalClaims for breach of contract, stateexpress or implied, and local statutory claimspromissory estoppel, fraud, misrepresentation, interference with contract or prospective economic advantage, or unfair business practices; Claims for defamation, libel or slander; Claims for intentional or negligent infliction of emotional distress; Claims for wages or vacation pay; Claims for benefits or that in any way relate to the design or administration of any employee benefit program, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims any Claims arising under the federal Civil Rights Act of 1964 (as amended)Employee Retirement Income Security Act; Claims for attorney’s fees, the federal Americans with Disabilities Act of 1990 (as amended)expenses and costs; or Claims under any other applicable federal, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)state or local law or legal concept.
Appears in 1 contract
Sources: Severance and Change in Control Agreement (Cal-Maine Foods Inc)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveEmployee hereby waives, I hereby generally and completely release, acquit releases and forever discharge discharges the Company and its parentsubsidiaries, subsidiarydivisions and affiliates, and affiliated entitieswhether direct or indirect, and investors, along with its and their predecessors joint ventures and successors joint venturers (including its and their respective directors, officers, employees, shareholders, stockholders, partners, partners and agents, attorneyspast, insurerspresent and future), affiliates and each of its and their respective successors and assigns (collectively, the hereinafter collectively referred to as “Released PartiesReleasees”), of and from any and all claimsknown or unknown actions, causes of action, claims or liabilities and obligations, both known and unknown, that arise from of any kind which have been or are in any way could be asserted against the Releasees arising out of or related to events, acts, conduct, or omissions occurring at Employee’s employment with and/or retirement from his employment with the Company and/or any time prior of the other Releasees and/or any other occurrence up to and including the date that I sign of this Release (collectivelyAgreement, the “Released Claims”). The Released Claims include, including but are not limited to: :
(a) all claims, actions, causes of action or liabilities arising under Title VII of the Civil Rights Act, as amended, the Civil Rights Act of 1871, the Civil Rights Act of 1991, the ADEA, the COBRA, the Employee Retirement Income Security Act, as amended, the Rehabilitation Act, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act (to the extent permitted by law), the Vietnam Era Veterans Readjustment Assistance Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and/or any other federal, state, municipal or local employment discrimination statutes (including, but not limited to, claims arising out based on age, sex, attainment of or in any way related to my employment with the Companybenefit plan rights, or the termination of that employmentrace, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation and veteran status); and/or
(b) all claims related to my compensation claims, actions, causes of action or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or liabilities arising under any other ownership federal, state, municipal or equity interests in the Companylocal statute, law, ordinance or regulation; and/or
(c) all any other claim whatsoever including, but not limited to, claims for severance pay under any voluntary or involuntary severance/separation plan, policy or program maintained by the Releasees, claims for attorney’s fees, claims based upon breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, intentional infliction of emotional distress, and discharge in tort, personal injury, invasion of privacy, violation of public policy; and (e) all federal, statenegligence and/or any other common law, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claim whatsoever arising out of or relating to Employee’s employment with and/or retirement from employment with the Company and/or any of the other Releasees; but excluding claims arising which Employee may make under state workers’ compensation or unemployment laws, and/or any claims which by law Employee cannot waive. Specifically excluded from this General Release is Employee’s right to file a charge with an administrative agency or participate in any agency investigation. Employee is, however, waiving his right to recover money in connection with such a charge or investigation. Employee is also waiving his right to recover money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)or state agency.
Appears in 1 contract
Sources: Release and Severance Agreement (Federal Signal Corp /De/)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am Wood by this Agreement, which Wood is not otherwise entitled to receive, I Wood hereby generally and completely releasereleases, acquit absolves and forever discharge the Company and its parent, subsidiarydischarges Employer, and any parent and subsidiary corporations, divisions and affiliated entitiescorporations, partnerships or other affiliated entities of Employer, past and present, and investorseach of them, along with its and their predecessors and successors and their respective as well as Employer's directors, officers, employees, shareholders, stockholders, partners, agents, employees, attorneys, insurersassignees, affiliates successors in interest, past and assigns (collectivelypresent, the “Released Parties”)and each of them, of and from any and all claims, liabilities and liabilities, demands, actions, suits, causes of action, wages, obligations, both costs, expenses, attorneys' fees, damages, judgments, orders, indemnities and liabilities of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign Wood signs this Release (collectively, the “Released Claims”)Agreement. The Released Claims includeThis general release includes, but are is not limited to: (a) all claims arising out of or in any way related to my Wood's employment with the Company, Employer or the termination of that employment; (b) all claims related to my Wood's compensation or benefits from the CompanyEmployer, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyEmployer; (c) all claims for breach of contract, wrongful termination, termination and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to inducing claims for discriminationdiscriminations, harassment, harassment retaliation, attorneys’ ' fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended), the Pennsylvania Human Relations Act, and the Pennsylvania Religious Protection Act.
Appears in 1 contract
General Release. In exchange for the Release Pay set forth in Paragraph 1 above, and other consideration to be provided to me under the Employment Agreement that I am not otherwise entitled you in this Release Agreement, you hereby agree unconditionally to receive, I hereby generally and completely release, acquit acquit, and forever discharge the Company and its parent, subsidiaryCasey’s, and affiliated entitiesall of its parents, subsidiaries, affiliates, predecessors, successors, and investorsassigns, along with its and all of their predecessors current and successors and their respective former owners, shareholders, general or limited partners, joint venturers, directors, officers, employees, shareholders, stockholders, partners, agents, representatives, and attorneys, insurersand any persons acting by, affiliates through, under, or in concert with any of them, and all successors and assigns thereof (collectively, the “Released Parties”), of and ) from any and all claims, liabilities and charges, complaints, demands, liabilities, obligations, both promises, agreements, controversies, damages, actions, causes of action, suits, rights, entitlements, costs, losses, debts, and expenses (including attorneys’ fees and legal expenses), of any nature whatsoever, whether or not you know about them at the time this Release Agreement becomes effective and enforceable, and even if you would not have entered into this Release Agreement had you known about them, which you now have or may later claim to have against the Released Parties, individually or collectively, because of any matter, act, omission, transaction, occurrence, or event that has or is alleged to have occurred up to the date you sign this Release Agreement and unknown, that arise from or are is related in any way related to eventsCasey’s, actsits operations, conductyour employment with Casey’s, or omissions occurring at any time prior to and including the date that I sign this Release your separation from said employment, other than as set forth in Section 2(c) below (collectively, the “Released Claims”). The You hereby waive any right to receive any benefits or remedial relief as a consequence of any Claims filed with or by the Equal Employment Opportunity Commission (the “EEOC”), any other state or federal agency or any other person or entity (governmental or otherwise), including any class or collective action lawsuit or complaint filed by any individual or entity against any of the Released Claims includeParties (such waiver together with the release in preceding sentence, but are the “General Release”). This General Release does not limited to: release or waive any rights or claims that may arise after the date this Release Agreement is executed.
(a) Without limiting the General Release above, you also knowingly and voluntarily waive and release any and all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising Claims under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act Act, codified at Chapter 14 of 1967 (as amended) Title 29 of the United States Code, 29 U.S.C. § 621-634 (the “ADEA”). However, you are not releasing any age discrimination claims that may arise under the federal Family ADEA after the date this Release Agreement becomes effective (as provided in Paragraph 8).
(b) Also without limiting the General Release above, you knowingly and Medical Leave voluntarily waive and release any and all Claims under: (1) Title VII of the Civil Rights Act of 1964, as amended, and 42 U.S.C. § 1981 and 42 U.S.C. § 1983; (2) The Equal Pay Act and the Fair Labor Standards Act, as amended; (3) The Americans with Disabilities Act; (4) The FMLA;
(c) You also agree to secure the dismissal, with prejudice, of any proceeding, grievance, action, charge or complaint, if any, that you or anyone else on your behalf has filed or commenced against Casey’s or any of the other Released Parties with respect to any matter involving your employment with Casey’s, your separation from employment with Casey’s or any other matter that is the subject of the General Release. Notwithstanding the foregoing, nothing in this Release Agreement is intended to limit or interfere in any way with the ability of either you or Casey’s to consult legal counsel, to provide testimony pursuant to a subpoena or notice of deposition or as otherwise required by law. Nothing in this Release Agreement is intended to cause you to waive or release any claim which cannot be validly waived or released by private agreement. Specifically, nothing in this Release Agreement prohibits you from filing a charge or complaint with, reporting possible violations of any law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by any federal, state, or local agency, including the National Labor Relations Board (the “FMLANLRB”), the California Labor Code EEOC, the Securities and Exchange Commission (as amendedthe “SEC”), and the California Department of Fair Employment and Housing (the “DFEH”) and/or any governmental authority charged with the enforcement of any employment laws. However, you understand that by signing this Release Agreement you are waiving the right to recover any damages or to receive other relief in any claim or suit brought by or through the EEOC, the DFEH or any other state or local federal agency on your behalf to the fullest extent permitted by law. Notwithstanding the foregoing, this Release Agreement is not intended to, and shall not be interpreted in any manner that limits or restricts you from, exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the Securities Exchange Act of 1934) or receiving an award for information provided to any government agency under any legally protected whistleblower rights. This General Release is not intended to, and shall not, serve as a release of your rights to (i) the Accrued Obligations (as amended)defined in the Employment Agreement) or (ii) advancement and indemnification in respect of your service as a director or officer of the Company or any of its subsidiaries, which shall continue without regard to the termination of the Employment Agreement or your employment with the Company.
Appears in 1 contract
General Release. In exchange for As an inducement to Company to enter this General Release Agreement and subject to receipt of payments set forth in 2.01 and 2.02(a), 2.02(b) of the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveConfidential Separation and Release Agreement, I hereby generally Employee irrevocably and completely releaseunconditionally releases, acquit acquits and forever discharge the discharges Company and its parentowners, subsidiarystockholders, and affiliated entitiespredecessors, and investorssuccessors, along with its and their predecessors and successors and their respective assigns, agents, directors, officers, employees, shareholdersrepresentatives, stockholders, partners, agents, attorneysconsultants, insurers, parent companies, divisions, subsidiaries and affiliates and assigns (collectively, collectively referred to as the “Released Parties”), of and from any and all complaints, claims, liabilities and actions, charges, liabilities, obligations, both promises, agreements, damages, demands, losses and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, whether known and unknownor unknown (the “Claims”), that arise from which Employee now has, owns or are holds or at anytime heretofore had, owned or held against any of the Released Parties, including but not limited to all Claims related to, arising from, connected in any way related to events, acts, conductwith, or omissions occurring at any time prior directly or indirectly attributable to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my Employee’s employment with the Company and/or Employee’s separation from employment with Company. This release includes, or the termination of that employment; (b) all claims related to my compensation or benefits from the Companywithout limitation, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for Claims for: breach of any express or implied contract, wrongful termination, and ; fraud; misrepresentation; breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, bad faith; wrongful termination; negligent or intentional infliction of emotional distress, and discharge ; bodily injury; invasion of privacy; defamation; interference with economic relations; termination of employment in violation of public policy; tort claims; and (e) all common law claims. This release also applies to any claims based on alleged violation of any federal, statestate or local statute, and local statutory claimsregulation, including but not limited to claims for discriminationordinance or constitution including, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under without limitation: Title VII of the federal Civil Rights Act of 1964 (as amended), 1964; the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (1967; Executive Order 11246; the “ADEA”), Americans With Disabilities Act of 1990; the federal Equal Pay Act of 1963; the Civil Rights Act of 1991; the Rehabilitation Act; The Family and Medical Leave Act (“FMLA”), of 1993; the California Labor Code (as amended), and the California Fair Employment and Housing Worker Adjustment Retraining And Notification Act (as amendedWARN); any claim for benefits of any kind, including any claims arising under the Employee Retirement Income Security Act of 1974; the Genetic Information and Discrimination Act; the Texas Labor Code; the Texas Commission on Human Rights Act; and any other federal, state or local laws of any jurisdiction.
Appears in 1 contract
General Release. In exchange for 2.1 Executive unconditionally, irrevocably and absolutely releases and discharges the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiaryCompany, and any parent and subsidiary corporations, divisions and other affiliated entitiesentities of the Company, past and investorspresent, along with its and their predecessors and successors and as well as their respective directorspast and present employees, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are claims related in any way related to eventsthe transactions or occurrences between Executive and the Released Parties to date, actsto the fullest extent permitted by law, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) all claims , any losses, liabilities, claims, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way related to my connected with Executive’s employment with the Company, or the termination of that Executive’s employment; (b) all claims related . This release is intended to my compensation or benefits from have the Companybroadest possible application and includes, including salarybut is not limited to, bonusesany tort, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful terminationcommon law, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local constitutional or other statutory claims, including but not limited to claims for discriminationas well as alleged violations of the California Labor Code, harassmentany applicable California Industrial Welfare Commission order, retaliationthe California Business and Professions Code, attorneys’ fees, penalties, or other claims arising under Title VII of the federal Civil Rights Act of 1964 (as amended)1964, the federal California Fair Employment and Housing Act, the Americans with Disabilities Act of 1990 (as amended)Act, the federal Family and Medical Leave Act, the California Family Rights Act, the Age Discrimination in Employment Act of 1967 (1967, other applicable federal and state laws and regulations, all as amended) (, and all claims for attorneys’ fees, costs and expenses. However, this release shall not apply to claims for payment of the “ADEA”)Severance Benefits or the enforcement of other rights under this Agreement, claims for indemnification under the Company’s by-laws, charter, or other governing documents or directors and officers liability insurance, workers’ compensation benefits or unemployment insurance benefits or any other claims of Executive that cannot, by statute, lawfully be waived by this Agreement.
2.2 Executive acknowledges that he may discover facts or law different from, or in addition to, the federal Family facts or law that he knows or believes to be true with respect to the claims released in this Agreement and Medical Leave Act (“FMLA”)agrees, nonetheless, that this Agreement and the California Labor Code (as amended)release contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them.
2.3 Executive declares and represents that he intends this Agreement to be final and complete and not subject to any claim of mistake. Executive executes this Agreement with the full knowledge that the release contained herein covers all possible claims against the Released Parties, to the fullest extent permitted by law.
2.4 Executive expressly waives any right to recover any type of personal relief from the Company, including monetary damages or reinstatement, in any administrative action or proceeding, whether state or federal, and whether brought by Executive or on Executive’s behalf by an administrative agency, related in any way to the California Fair Employment and Housing Act (as amended)matters released herein.
Appears in 1 contract
General Release. In exchange (a) As used in this Agreement, the term “claims” will include all claims, complaints, charges, demands, damages, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, attorneys' fees, accounts, judgments, losses and liabilities, of whatsoever kind or nature, in law, equity or otherwise.
(b) For and in consideration of the Separation Benefits described in Section 2 above, and other good and valuable consideration, the sufficiency of which you acknowledge, you, for and on behalf of yourself and your heirs, administrators, executors, and assigns, effective as of the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivedate hereof, I hereby generally do fully and completely forever release, acquit remise and forever discharge the Company and its parentcurrent or previous direct and indirect parents, subsidiarysubsidiaries and affiliates, and affiliated entities, and investors, along together with its and their predecessors and successors and their respective officers, directors, officers, employeespartners, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates employees and assigns agents (collectively, the “Released PartiesGroup”), of and ) from any and all claimsclaims which you had, liabilities and obligationsmay have had, both or now have against the Company or any other member of the Released Group, for or by reason of any matter, cause or thing whatsoever, known and or unknown, that arise from or are in including any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims claim arising out of or in any way related attributable to my your employment or the termination of your employment with the Company, or the termination including but not limited to claims of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraudunjust dismissal, defamation, libel or slander, intentional infliction of emotional distressharm or other tort, or under any federal, state or local law dealing with discrimination, including, without limitation, based on age, race, sex, national origin, handicap, religion, disability or sexual preference. This release of claims includes, but is not limited to, all claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments and (ii) arising under Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Age Discrimination in Employment Act (“ADEA”), the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act, the Family and Medical Leave Act, the Families First Coronavirus Response Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, as amended, the Uniformed Services Employment and Reemployment Rights Act of 1994, the New York State Human Rights Law, the New York State Labor Law, the New York City Human Rights Law, the New York Civil Rights Law, and discharge in violation of public policy; the New York City Administrative Code and (e) all other federal, state, and local statutory claimsemployment and labor laws and anti-discrimination laws, including but applicable common law and any other purported restriction on an employer’s right to terminate the employment of employees. Notwithstanding the foregoing, the release within this Agreement does not limited extend to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, those rights that cannot be waived as a matter of law or other claims any rights expressly arising under or preserved by this Agreement, which includes your rights to the federal Civil Rights Act of 1964 Separation Benefits.
(as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amendedc) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended)You specifically understand that this Agreement, and the California Fair Employment release contained herein, waives all claims and Housing Act rights you might have under the ADEA. You acknowledge receipt of the ADEA Disclosure provided to you and incorporated herein by reference.
(as amendedd) The Company shall instruct its officers and directors not to at any time make (or cause to be made) in a public forum any knowingly disparaging, derogatory or other negative statement about you. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).
Appears in 1 contract
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveseparation benefits described in Paragraph 4 above, I you, on behalf of yourself, your heirs, assigns, executors, administrators, trusts, spouse and estate, are hereby generally waiving and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, releasing the “Released Parties”), of and ” (defined below) from any and all claimsknown or unknown claims and causes of action you have or may have, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including as of the date that I day you sign this Release (collectivelyAgreement, the “Released Claims”)arising out of your employment with Owlet, including your separation from employment. The Released Claims claims you are releasing include, but are not limited to, the following: (a) all claims arising out ● claims, actions, causes of or in any way related to my employment with the Companyaction, rights, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach liabilities arising under Title VII of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended)Act, the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Employee Retirement Income Security Act of 1974, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act (“FMLA”)Act, the California National Labor Code (as amended)Relations Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act, the Utah Antidiscrimination Act, the Utah Employment Relations and Collective Bargaining Act, the Utah Right to Work Act, the Utah Drug and Alcohol Testing Act, the Utah Minimum Wage Act, the Utah Employment Selection Procedures Act, the Utah Occupational Safety and Health Act; the California Fair Employment and Housing Act (Act, as amended; the California Equal Pay Law, as amended; the ▇▇▇▇▇-▇▇▇▇▇- ▇▇▇▇▇▇▇ Family Rights Act of 1991, as amended; the California WARN Act; Claims for wages under California labor laws, and any other federal, state or local laws of similar effect; the employment and civil rights laws of California and Utah, and any other federal, state, county, municipal, or local employment discrimination statutes (including, but not limited to, claims based on age, sex, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, height, weight, retaliation, and veteran status).; ● claims, actions, causes of action, rights, or liabilities arising under any other federal, state, county, municipal, or local statute, law, ordinance, or regulation; ● all claims that you have been adversely affected by a discriminatory pay decision or other discriminatory practice, including claims that compensation you received has been reduced because of discrimination based on gender, race, national origin, age, or disability, as well as any claim that the gross severance amount referenced in Paragraph 4 above has been reduced because of such discrimination; ● all claims to any payment or regarding the calculation of your payment under any bonus, incentive compensation, or vacation program offered by Owlet; ● any rights to become a member of any class in a case in which claims are asserted against Owlet that relate in any way to your employment or your separation from
Appears in 1 contract
General Release. (a) In exchange for the consideration to be payments and benefits provided to me under the Employment Agreement that I am Separation Agreement, which Flair is not otherwise entitled to receiveto, I hereby generally Flair, on behalf of himself and completely releasehis heirs, acquit executors, administrators, successors and forever discharge assigns (collectively, for purposes of this Section 1, “Flair”) irrevocably and unconditionally releases the Company Bank and its parent, subsidiarythe Company, and affiliated entitiescurrent, past and future parents, subsidiaries, divisions and affiliates of the Bank and the Company, and investors, along with its and each of their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partnersprincipals, agents, attorneysindependent contractors, benefit plans, insurers, affiliates and re-insurers, and each of their heirs, successors and assigns (collectively, the “Released PartiesReleasees”), of and from any and all claims, liabilities promises, damages, and obligationsactions of any nature, both whether in tort, contract, by statute, or on any other basis, whether in law or in equity, whether known and or unknown, that arise from or are (collectively, “Claims”), which ▇▇▇▇▇ may have against them arising prior to the date of this Release of Claims.
(b) Without in any way related to eventslimiting the foregoing general release, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released release includes all Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment Flair’s service with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from Bank and the Company, including salarythe terms, bonusesconditions, commissions, other incentive compensation, vacation pay and termination of his service with the Bank and the redemption thereofCompany, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims including Claims for breach of express or implied contract, wrongful termination, and breach constructive termination, retaliation, whistleblowing, discrimination, harassment, hostile working environment, abusive discharge, denial of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraudor interference with leave, defamation, emotional distressinvasion of privacy, and discharge in violation of public policy; and (e) all federal, stateinterference with contractual relationships, and local statutory claimsintentional or negligent infliction of emotional distress, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising as well as Claims under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (1967, Title VII of the “ADEA”)Civil Rights Act of 1964, the federal Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act, the Rehabilitation Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act, the Fair Credit Reporting Act, the Employee Retirement Income Security Act, the Genetic Information Nondiscrimination Act, the Health Insurance Portability and Accountability Act, the Occupational Safety and Health Act, the Equal Pay Act, the Uniformed Services Employment and Re-employment Act, the False Claims Act, the Consolidated Omnibus Budget Reconciliation Act of 1985 (“FMLA”COBRA), the California Labor Code ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, the Electronic Communications Privacy Act (as amendedincluding the Stored Communications Act), Maryland civil rights acts, the Maryland Wage Payment and Collection Law, Maryland Occupational Safety and Health Act, Maryland collective bargaining law, as well as any Claims under any other federal, state or local statute, ordinance, order or regulation governing the rights of independent contractors.
(c) Without in any way limiting the foregoing general release, this Release of Claims also includes all claims for compensatory damages, punitive damages, attorney’s fees, salary, bonuses, incentive payments, deferred compensation, and any payments or other monies due.
(d) Except as may be necessary to enforce this Release of Claims, and to the fullest extent permitted by law, ▇▇▇▇▇ agrees not to permit, authorize, initiate, join or continue any lawsuit, administrative charges or complaints, arbitrations or proceedings against any of the Releasees based in whole or in part on any Claim covered by this Release of Claims.
(e) Notwithstanding the generality of the foregoing Release, nothing herein constitutes a release or waiver by Flair of, or prevents Flair from making or asserting: (i) any claim for indemnity under the Bank’s or the Company’s articles of incorporation and bylaws or to coverage under any directors’ and officers’ insurance policies; or (ii) any claim or right that is not otherwise able to be waived under applicable law.
(f) In addition, nothing herein shall prevent Flair from filing a charge or complaint with the Equal Employment Opportunity Commission or similar federal or state fair employment practices agency or interfere with Flair’s ability to participate in any investigation or proceeding conducted by such agency; provided, however, that Flair hereby waives any right to recover monetary damages or any other form of personal relief from the Releasees to the extent any such charge, complaint, investigation or proceeding asserts a claim subject to the release in this Release of Claims.
(g) Flair represents and warrants that to the extent it is determined that any aspect or portion of this Release of Claims, including any aspect or portion of the release in this Release of Claims, requires the approval of any court, agency or other body to be effective, that he will cooperate fully with the Bank and the California Fair Employment Company to secure that approval, and Housing Act (as amended)if requested will join in and support any such request for approval. The Parties agree that Section 4(e) will apply to the cooperation required by this Section 1.
Appears in 1 contract
General Release. (a) In exchange for consideration of the consideration promises and payments referenced above, to be provided to me under the Employment Agreement that I am not otherwise entitled to receivefullest extent permitted by applicable law, I Executive hereby generally and completely release, acquit releases and forever discharge the discharges each Company and its parentEntity, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directorssuccessors and assigns, current and former officers, employees, shareholders, stockholders, partners, agents, attorneysboard of directors members, insurersrepresentatives and employees, affiliates various benefits committees, and assigns their respective successors and assigns, heirs, executors and personal and legal representatives, (collectively, the “Released OceanFirst Parties,” or individually, an “OceanFirst Party”) from each and every Claim (as defined below), action or right of any sort which he, his agents, representatives, estate and/or heirs may have against any of them up through the date of execution of this Agreement. This releases, and Executive intends to give up, all actions, charges, controversies, demands, causes of action, suits, rights, liabilities, settlements, costs, expenses and/or claims whatsoever (collectively, “Claims”), of and from any and all claims, liabilities and obligations, both known and unknown, matured and unmatured, that arise he has now or may have in the future resulting from or are anything that has happened up to the execution of this Agreement including any Claims for attorney’s fees and expenses and the fees and expenses of expert witnesses. Without limiting the scope of the foregoing provision in any way related way, Executive specifically releases all Claims relating to events, acts, conduct, or omissions occurring at arising out of any time prior to and including aspect of his employment with the date that I sign this Release (collectively, Bank or relationship with any Company Entity or the “Released Claims”). The Released Claims includetermination thereof including, but are not limited to: (a) , any claim under the Employment Agreements between you and the Bank and the Company dated as of March 17, 2008, as subsequently amended, and the Executive Supplemental Retirement Income Agreement, as amended, and all claims arising out releasable Claims under Title VII of or the Civil Rights Act, the Civil Rights Act of 1991 and the laws amended thereby, the Americans With Disabilities Act, the Age Discrimination in any way related to my employment with Employment Act, the CompanyEmployee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, the Equal Pay Act, the Family and Medical Leave Act, the New Jersey Law Against Discrimination, the Conscientious Employee Protection Act, the New Jersey Family Leave Act, the constitutions of the United States or the termination State of that employment; (b) New Jersey or any statute or law of the United States or any state under which Executive may waive rights, all claims related Claims relating to my any plan, policy, practice or procedure, including any company compensation or benefits from the Companybenefit plan, including salaryall common law Claims including, bonusesbut not limited to, commissionswrongful discharge, other incentive compensationviolation of public policy, vacation pay and the redemption thereofwhistleblower/retaliation Claims, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of express or implied contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) , negligent or intentional infliction of emotional distress, negligent hiring/supervision, defamation, fraud, and tortious interference with contract or prospective economic advantage, all tort claimsClaims for any economic loss including entitlement to profits, back pay, front pay, fringe benefits or any other form of compensation, all Claims for personal injury, including mental anguish, humiliation, physical or emotional pain and suffering, psychiatric injury, and damage to name or reputation, all Claims for any form of compensatory or punitive damages, all Claims for costs or attorney’s fees, and all Claims arising out of any legal restrictions on each Company Entity’s right to terminate its employees. Without waiving any prospective or retroactive rights under the Fair Labor Standards Act (“FLSA”), Executive acknowledges that the Bank has properly provided him with all wages, benefits, and compensation, if any, due to him under the FLSA. Executive further understands that, except for the consideration set forth in this Agreement, this Agreement includes the release of all claims for any type of financial interest in, or payments from, any Company Entity or for salary, wages, commissions, bonus, separation or severance benefits, or any other form of compensation. Notwithstanding the foregoing, such released claims shall not include any claims based on obligations created by or reaffirmed in this Agreement, or the payment of salary until the Separation Date, the payment of accrued but unused vacation in accordance with Bank policies, Executive’s participation in the Bank benefit programs until the Separation Date, and rights and awards granted to Executive under the Company’s stock option plans and Employee Stock Ownership Plan. Moreover, nothing in this section or this Agreement shall affect Executive’s entitlement to any and all vested benefits, including, but not limited to those under the Bank’s ESOP plan, 401K plan and stock option plans. Nothing in this Section or in this Agreement, however, releases any claims that are not waivable by Executive under applicable law, including any claims for fraudworkers compensation benefits. Executive acknowledges that notwithstanding any other language herein, defamationhe is free to pursue before the U.S. Equal Employment Opportunity Commission (“EEOC”) any claim over which that agency has jurisdiction. However, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited Executive hereby expressly waives his right to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, any additional monetary or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)recovery that otherwise may be available through an EEOC proceeding.
Appears in 1 contract
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveConsideration, I Executive, on behalf of himself, his heirs and legal representatives, hereby generally and completely release, acquit and forever discharge release each member of the Company and its parentGroup, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective current and former directors, officers, employees, shareholders, stockholders, partners, general partners, limited partners, managers, members, managing directors, operating affiliates, agents, attorneys, predecessors, successors, subsidiaries, insurers, affiliates assigns and assigns affiliated entities (collectively, the “Released Parties”), ) of and from any and all claims, liabilities and obligations, both known and unknown, that arise arising from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including or on the date that I sign Executive signs or reaffirms this Release Agreement (collectively, the “Released Claims”). The Released Claims include, but are not limited to: , (a) all claims arising out of from or in any way related to my Executive’s employment or other participation in connection with any of the CompanyReleased Parties, or the termination of that employmentemployment or participation; (b) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, or fringe benefits, stock, stock options, equity or any other ownership equity-based compensation or equity interests in the Companyprofit sharing; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) without limiting the forgoing, all federal, state, and local statutory claims, including but not limited to including, without limitations, claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1990 (as amended)2002, the federal Age Discrimination in Employment Act of 1967 (Act, as amended) (amended by the “ADEA”)Older Worker Benefit Protection Act, the federal Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act (“FMLA”)Act, the California Labor Code Worker Adjustment and Retraining Notification Act any claims arising under analogous state laws or local ordinances or regulations. In giving the releases set forth in this Agreement, which include claims which may be unknown to Executive at the time of entering into or reaffirming this Agreement, Executive hereby expressly waives and relinquishes all rights and benefits under any law or legal principle in any jurisdiction with respect to Executive’s release of claims herein, including but not limited to the release of unknown and unsuspected claims. Executive acknowledges that the consideration given for the waiver and release in this Agreement (as amended)including the Consideration) is in addition to anything of value to which Executive is already entitled. Notwithstanding anything to the contrary in this Section 4, Executive is not prohibited from making or asserting, and Executive is not waiving: (a) Executive’s rights under this Agreement; (b) any claims for unemployment compensation, workers’ compensation or state disability insurance benefits pursuant to the California Fair Employment terms of applicable state laws; (c) any claim for vested benefits under any Company-sponsored retirement or welfare benefit plan; (d) Executive’s rights, if any, to indemnification pursuant to the Company’s D&O policies; (e) any claim that arises based on events or facts arising at any time after the date of execution or reaffirmation of this Agreement; and Housing Act (as amended)f) any other right that is not able to be released under applicable law.
Appears in 1 contract
Sources: Separation and Consulting Agreement (Interpace Biosciences, Inc.)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveEmployee hereby voluntarily, I hereby generally knowingly and completely releasewillingly waives, acquit acquits, releases and forever discharge the discharges Company and each of its parentformer, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective directorsfuture employees, officers, employeesdirectors, agents, shareholders, stockholdersjoint venturers, partners, agentsrepresentatives, attorneys, insurers, affiliates related entities, assigns, successors, predecessors, affiliates, owners, and assigns all persons acting by, through, under or in concert with any of them (collectively, the hereinafter collectively “Released PartiesReleasees”), of and from any and all claims, liabilities and charges, complaints, claims, liabilities, obligations, both promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including back wages, and attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known and or unknown, that arise from foreseen or are unforeseen, liquidated or unliquidated, in any way related law or in equity, suspected or unsuspected, which Employee may have had or claim to eventshave had, acts, conductnow have or claim to now have, or omissions occurring at hereafter may have or may claim to have, against the Releasees (collectively “Claims”), including, but not limited to, rights arising out of alleged violations of any time prior contract, express or implied (including but not limited to, any contract of employment, partnership, independent contractor, fiduciary, special or confidential relationship); any covenant of good faith and fair dealing (express or implied); any tort, including fraud and deceit, negligent misrepresentation, promise without intent to perform, conversion, breach of fiduciary duty, defamation, libel, slander, invasion of privacy, negligence, intentional or negligent infliction of emotional distress, malicious prosecution, abuse of process, intentional or negligent interference with prospective economic advantage, and conspiracy; any “wrongful discharge” and “constructive discharge” claims; any claims relating to any breach of public policy; any violations or breaches of corporate by-laws; any employment related discrimination or harassment claims under the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act, the Family Medical Leave Act, the California Fair Employment and Housing Act, the California Family Rights Act, the Fair Labor Standards Act, the Employment Retirement Income Security Act, the California Constitution, the California Labor Code or under common law, which against any or all of them Employee ever had, now has or hereinafter may have, up to and including the date that I sign of Employee’s execution of this Release (collectivelyAgreement, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) all claims without limitation, those arising out of or in any way related to my Employee’s employment with the Company, at COMPANY or the termination of that employment; (b) all claims related to my compensation . This also includes, but is not limited to, a release of any rights or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or Claims Employee may have under any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, statestate or local laws or regulations prohibiting employment discrimination. Furthermore, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneysthis includes a release by Employee of any Claims under any state Workers’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)Compensation laws.
Appears in 1 contract
Sources: Leave of Absence Agreement (Mindspeed Technologies, Inc)
General Release. In exchange for the consideration Retirement Benefits to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealingdealing (including but not limited to claims based on or arising from the Agreement); (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (b) any rights which are not waivable as a matter of law; (c) any claims arising from this Agreement or any breach of the Agreement; (d) any vested or vesting rights under any Company pension, retirement, equity or other benefit plans; (e) claims for health and other insurance benefits based on claims already submitted or which are covered claims properly submitted in
Appears in 1 contract
General Release. In exchange for Effective as of the consideration Closing Date, and intending to be provided to me under the Employment Agreement that I am not otherwise entitled to receivelegally bound, I hereby generally each Releasor on its own behalf and completely releaseon behalf of its representatives, acquit and forever discharge the Company and its parentagents, subsidiaryheirs, and affiliated entitiesexecutors, and investorsadministrators, along with its and their predecessors and successors and assigns (the “Releasor Persons”), as applicable and to the extent legally possible, hereby releases, waives and discharges the Companies, their Affiliates1 and each of their respective officers, directors, officers, employees, shareholdersequityholders, stockholdersmanagers, partnersmembers, agents, attorneyssuccessors and assigns, insurers, affiliates and assigns as applicable (collectively, the “Released Parties”), of and from any and all claimsactions, liabilities causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and obligationsdemands whatsoever, both whether known and or unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims includeincluding, but are not limited toto claims for breach of contract (including, without 1 The definition of Affiliate in Section 12.15 of the Purchase Agreement will be revised to state that: “for purposes hereof, after the Closing, (ai) all Affiliates with respect to Sellers will not include the Companies or any of their subsidiaries, and (ii) Affiliates of the Companies will not include any Affiliate of the Sellers.” limitation, claims arising out of any employment agreement, offer letter, nonqualified employee benefit plan, stock incentive plan, bonus plan, severance agreement or in other agreement); tort; fraud or misrepresentation; violation of any way related to my employment with the Companyfederal, provincial, or the termination local or foreign civil rights laws based on any protected class status; defamation; intentional or negligent infliction of that employmentemotional distress; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to promissory estoppel; negligence; wrongful termination of employment; and any other claims for fraudunlawful employment practices, defamationin law or equity, emotional distressin each case arising from such Releasor’s relationship with the Companies prior to the Closing Date or such Releasor’s status as an equityholder, director, officer and/or employee of the Companies, if applicable, prior to the Closing Date (each a “Claim” and collectively, the “Claims”); provided, however, that nothing contained herein shall operate to release any obligations under the Transition Services Agreement, the License Agreement and the Sublease Agreements, and discharge any obligations of Buyer under the Purchase Agreement. To the extent permitted by applicable law, each Releasor agrees and promises that it will not file any claim, charge or action asserting any such Claims and, that if such a Claim is brought on such Releasor’s behalf or for such Releasor’s benefit in violation of public policy; or by any court or administrative agency, such Releasor hereby waives and (e) all federal, state, and local statutory claims, including but agrees not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, take any award or money or other claims arising under damages as a result of such Claim. No Releasor shall aid or assist any other person in connection with the federal Civil Rights Act pursuit of 1964 (as amended)any Claim that could not be brought by such Releasor hereunder, except in the federal Americans with Disabilities Act case of 1990 (as amended)a court order or validly issued subpoena. Each Releasor hereby expressly agrees and understands that this Agreement applies to all unknown, unsuspected and unanticipated Claims which it may have against the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)Released Parties.
Appears in 1 contract
Sources: Membership Interests Purchase Agreement (Affinion Group, Inc.)
General Release. In exchange for the consideration Severance Benefits to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealingdealing (including but not limited to claims based on or arising from the Agreement); (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or under applicable law; (b) any rights which are not waivable as a matter of law; or (c) any claims for breach of the Agreement arising after the date that I sign the Release. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any investigation or proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing, or any other government agency, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge, investigation or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.
Appears in 1 contract
Sources: Executive Employment Agreement (Onyx Pharmaceuticals Inc)
General Release. In exchange for the consideration to be provided to me under the Employment you by this Agreement that I am you are not otherwise entitled to receive, I you hereby generally and completely release, acquit and forever discharge the Company Company, and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and M▇. ▇▇▇▇▇▇▇▇ C. ▇▇▇▇▇▇ February 22, 2008 Page 8 obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I you sign this Release Agreement (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my your employment with the Company, or the termination of that employment; (b) all claims related to my your compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party (including but not limited to the Indemnification Agreement), the charter, bylaws, or operating agreements of the Company, or under applicable law; (b) any rights which are not waivable as a matter of law; (c) any claims arising from this Agreement or any breach of this Agreement; (d) any vested or vesting rights under any Company pension, retirement, equity or other benefit plans, (e) claims for health and other insurance benefits based on claims already submitted or which are covered claims properly submitted in the future, or (f) claims arising out of events, acts or omissions after the date you sign this Agreement. In addition, nothing in this Agreement prevents you from filing, cooperating with, or participating in any investigation or proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing, or any other government agency, except that you hereby waive your right to any monetary benefits in connection with any such claim, charge, investigation or proceeding. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that are not included in the Released Claims.
Appears in 1 contract
General Release. In exchange consideration for the consideration severance pay and severance benefits to be provided to me under the terms of the Employment Agreement that I am not otherwise entitled by and among ELAN PHARMACEUTICALS, INC., a Delaware corporation (the “Employer”), and ELAN CORPORATION, PLC, an Irish public limited company (the “Parent,” together with the Employer, the “Company”), and me, as amended and restated through April __, 2012 (the “Employment Agreement”) and to receivewhich this General Release is annexed, I I, on behalf of myself and my spouse, family and heirs, executors, administrators, attorneys, agents and assigns, hereby generally and completely releasewaive, acquit release and forever discharge the Company and all of its parentpast and present affiliates, subsidiaryparents, subsidiaries and affiliated entitiesdivisions, and investorswhether direct or indirect, along with its and their predecessors joint ventures and successors joint venturers (including its and their respective directors, officers, associates, employees, shareholders, stockholders, partners, agentsagents and employee benefit plans and the trustees, attorneysfiduciaries and administrators of those plans, insurerspast, affiliates present and future), and each of its and their respective predecessors, successors and assigns (collectively, the collectively referred to as “Released PartiesElan”), from ANY and ALL known or unknown actions, causes of and from action, claims or liabilities of any and all claims, liabilities and obligations, both known and unknown, kind that arise from have or are in any way could be asserted against Elan arising out of or related to events, acts, conduct, or omissions occurring at my employment with and/or separation from employment with the Company and/or Elan and/or any time prior other occurrence up to and including the date that I sign of this Waiver and Release Agreement (collectively, the “Released ClaimsAgreement”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory to: • claims, including but not limited to claims for discriminationactions, harassment, retaliation, attorneys’ fees, penalties, causes of action or other claims liabilities arising under Title VII of the federal Civil Rights Act of 1964 (Act, as amended), the federal Americans with Disabilities Act of 1990 (National Labor Relations Act, as amended), the federal Age Discrimination in Employment Act of 1967 (1967, as amended) amended (the “ADEA”), the federal Family and Medical Leave Older Workers Benefit Protection Act of 1990, as amended (the “FMLAOWBPA”), the California Labor Code (Employee Retirement Income Security Act, as amended, the Rehabilitation Act, as amended, the Americans with Disabilities Act, as amended, N.Y. Exec. Law § 290 et seq., the New York City Human Rights Law, and/or any other federal, state, municipal or local employment discrimination statutes, laws, regulations, ordinances or executive orders (including, but not limited to, claims based on age, sex, attainment of benefit plan rights or entitlement to benefits, race, color, religion, natural origin, source of income, union activities, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation and veteran status); and/or • claims, actions, causes of action or liabilities arising under any other federal, state, municipal or local statute, law, ordinance, regulation, constitution or executive order; • any other claim whatsoever including, but not limited to, claims for severance pay (other than claims for severance pay, severance benefits and rights to exercise my stock options in accordance with the terms of the Employment Agreement and any plans or agreements relating to such options, all of which shall be excluded from the operation of this General Release until paid or settled in accordance with their respective terms), claims for salary/wages/commissions/bonuses, claims based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, violation of Elan’s personnel policies, negligence and/or any other common law, statutory or other claim whatsoever arising out of or relating to my employment with and/or separation from employment with the Company and/or Elan; and/or • claims, actions, causes of action or liabilities arising in the Republic of Ireland pursuant to common law, tort (including any claim for personal injury), statute (including but not limited to the Unfair Dismissals Acts 1977 to 2007, Redundancy Payments Acts 1967 to 2011, Minimum Notice and the California Fair Terms of Employment 1973 – 2005, Organisation of Working Time ▇▇▇ ▇▇▇▇, Employment Equality Acts 1998 to 2011, Terms of Employment (Information) ▇▇▇ ▇▇▇▇, Payment of Wages ▇▇▇ ▇▇▇▇, European Communities (Protection of Employees on Transfer of Undertaking) Regulations 2003, Data Protection Acts 1998 – 2003, Pensions Acts 1990 to 2011, Protection of Employees (Part-Time Work) Act, 2001) and Housing Act (as amended)all other Republic of Ireland employment related legislation or otherwise.
Appears in 1 contract
Sources: Employment Agreement (Elan Corp PLC)
General Release. In exchange for If the consideration to be provided to me under the Employment Agreement that I am not otherwise Executive is entitled to receiveseverance benefits pursuant to this Agreement, I the Executive hereby generally and completely agrees that all of his/her rights under section 1542 of the Civil Code of the State of California are hereby waived. Section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his/her favor at the time of executing the release, acquit which if known by him/her must have materially affected his/her settlement with the debtor." Notwithstanding the provisions of section 1542, if the Executive is entitled to severance benefits pursuant to this Agreement, the Executive hereby irrevocably and unconditionally releases and forever discharge discharges the Company and all of its parentofficers, subsidiaryagents, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officerssupervisors, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates representatives and their successors and assigns (collectivelyand all persons acting by, the “Released Parties”)through, under or in concert with any of and them from any and all charges, complaints, grievances, claims, actions, and liabilities of any kind (including attorneys' fees, interest, expenses and obligationscosts actually incurred) of any nature whatsoever, both known and or unknown, that arise from suspected or are unsuspected (hereinafter referred to as "Claims"), which the Executive has or may have in any way related to eventsthe future, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my the Executive's employment with the Company. All such Claims are forever barred by this Agreement and without regard to whether these Claims are based on any alleged breach of duty arising in contract or tort, any alleged employment discrimination or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionsunlawful discriminatory act, or any other ownership claim or equity interests in the Company; (c) all claims for breach cause of contract, wrongful termination, and breach action regardless of the implied covenant of good faith and fair dealing; (d) all tort claimsforum in which it may be brought, including but not limited to without limitation, claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal National Labor Relations Act, Title VII of the Civil Rights Act of 1964 (1964, as amended), the federal Americans with Disabilities Civil Rights Act of 1990 (as amended)1991, the federal Age Discrimination in Employment Act of 1967 (1964, as amended) (the “ADEA”), the federal Americans With Disability Act, the California Family Rights Act of 1991, the Federal Family and Medical Leave Act (“FMLA”)of 1993, the California Labor Code (as amended)Vietnam Era Veterans Readjustment Assistance Act of 1974, and the California Fair Employment and Housing Act (as amended)Act, California Labor Code section 132a, any allegation of wrongful termination and any claim arising out of Article 1, section 8 of the Constitution of the State of California.
Appears in 1 contract
General Release. In exchange for Shand and his family m▇▇▇▇▇s, heirs, successors, and assigns (hereinafter referred to collectively as the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I "Releasing Parties") hereby generally and completely release, acquit acquit, and forever discharge the Company and C a r rington, its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors subsidiary corporations and their respective shareholders, directors, officers, fiduciaries, agents, servants, employees, shareholders, stockholders, partners, agentsrepresentatives, attorneys, insurers, affiliates successors, and assigns (collectively, the “"Released Parties”), of and ") from any and all claims, liabilities demands, and obligationscauses of action of every kind and character, both known and unknownwhether vicarious, derivative, or direct, that arise from any of the Releasing Parties now has or are may hereafter have or assert against any or all of the Released Parties growing out of, resulting from, or connected in any way related with Shand's employment or ▇▇▇ ▇▇tirement from employment with Carrington, including ▇▇▇ ▇▇▇ ▇▇mited to eventsany and all claims for damages (actual, actsexemplary, conductliquidated, or omissions occurring at any time prior to and including the date that I sign this Release (collectivelyunliquidated), the “Released Claims”). The Released Claims includeback pay, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Companyfuture pay, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salarydeferred compensation, bonuses, commissions, other incentive severance p a y ments, vacation and leave benefits, unreimbursed business expenses, overtime compensation, vacation pay reinstatement or priority placement, past and the redemption thereoffuture medical or other employee benefits for Shand or his depend▇▇▇▇, expense reimbursements, fringe employee retirement benefits, stockcontributions to company- sponsored 401(k) plans (except as presently vested in any savings plan sponsored by Carrington in which ▇▇▇▇▇ ▇▇ a participan▇), stock optionsmedical and counseling costs, injunctive relief, declaratory relief, attorney's fees, costs of court, disbursements, interest, or any other ownership form whatsoever of legal or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach equitable relief to which any of the implied covenant Releasing Parties claims or might claim entitlement as a result of good faith and fair dealing; (d) all tort claimsany alleged act or omission of any of the Released Parties, including but not limited to claims for fraudany alleged unlawful age discrimination or any other form of unlawful employment discrimination, defamationretaliation, wrongful termination, breach of contract (express or implied), tortious interference with contract, promissory estoppel, detrimental reliance, negligent or intentional infliction of emotional distress, negligent hiring and discharge in supervision, assault, battery, defamation of character, any alleged act of harassment or intimidation, negligent or intentional misrepresentation or fraud, invasion of privacy, or any other intentional or negligent tort, or any alleged violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (1967, Title VII of the “ADEA”)Civil Rights Act of 1964, the federal Americans With Disabilities Act of 1990, the Family and Medical Leave Act (“FMLA”)of 1993, the California Employee Retirement Income Security Act of 1974, the Fair Labor Code (as amended)Standards Act, the Fair Credit Reporting Act, the Texas Commission on Human Rights Act, the Texas Wage Payment Statute, the public policy of the United States, the State of Texas, or any other state, or any other federal or state statutory or common law, or any other alleged adverse employment action by any of the Released Parties, and all other loss, expense, or detriment of every kind and character, whether past or future, that any of the California Fair Employment and Housing Act (as amended)Releasing Parties may have sustained or may hereafter sustain by reason of any act or omission of any of the Released Parties growing out of, resulting from, or connected in any way with Shand's employment or ▇▇▇ ▇▇tirement from employment with Carrington. IT IS THE ▇▇▇▇▇▇▇ ▇NTENTION AND AGREEMENT OF THE PARTIES THAT THE FOREGOING PROVISIONS OF THIS SECTION 6 RELEASE THE RELEASED PARTIES FROM ANY AND ALL LIABILITY FOR THEIR OWN NEGLIGENCE. The preceding provisions of this Section 6 do not apply to any rights or claims that may arise after the date this Agreement is executed by Shand.
Appears in 1 contract
Sources: Retirement and Consulting Agreement (Carrington Laboratories Inc /Tx/)
General Release. In exchange for the consideration Severance Benefits, which you acknowledge equal or exceed any amounts to which you otherwise may be provided to me entitled under the Employment Agreement that I am not otherwise entitled to receiveAgreement, I hereby generally the Plan, the Company's policies and practices or applicable law, you and your representatives completely release, acquit and forever discharge the Company and its parent, subsidiaryrelease from, and affiliated entitiesagree to not file, cause to be filed or pursue against, the Company, its affiliated, related, parent or subsidiary companies, and investors, along with its and their predecessors respective present and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates trustees and assigns employees (collectively, the “Released Parties”), of and from any and ) all claims, liabilities and obligationscomplaints, both grievances, causes of action, or charges of any kind, known and unknown, that arise from asserted or are in unasserted, contingent or otherwise (“Claims”), which you may now have or have ever had against any way related to events, acts, conduct, of them arising on or omissions occurring at any time prior to and including the date that I sign of this Release Agreement (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) • all claims Claims arising out of or in any way related to my from your employment with the Company, or Company and the termination of that employment, including Claims with respect to the Employment Agreement, the Plan, or any other agreement you entered into with the Company or for wrongful termination or retaliation; (b) • all claims Claims related to my your compensation or benefits from the CompanyReleased Parties, including salary, wages, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofprofit sharing, retirement benefits, paid time off, vacation, sick leave, leaves of absence, expense reimbursements, equity, severance pay, and fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) • all claims Claims for breach of contract, wrongful terminationbreach of quasi-contract, promissory estoppel, detrimental reliance, and breach of the implied covenant of good faith and fair dealing; (d) • all tort claimsClaims, including but not limited to claims Claims for fraud, defamation, slander, libel, negligent or intentional infliction of emotional distress, personal injury, negligence, compensatory or punitive damages, negligent or intentional misrepresentation, and discharge in violation of public policy; and (e) • all federal, state, and local statutory claimsClaims, including but not limited to claims Claims for discrimination, harassment, retaliation, attorneys’ fees, penaltiesmedical expenses, experts’ fees, costs and disbursements; and • any other Claims of any kind whatsoever, from the beginning of time until the date you sign this Agreement, in each case whether based on contract, tort, statute, local ordinance, regulation or other claims any comparable law in any jurisdiction. By way of example and not in limitation, Released Claims include any Claims arising under Title VII of the federal Civil Rights Act of 1964 (as amended)1964, 42 U.S.C. § 2000e et seq.; the federal Civil Rights Act of 1991; the Civil Rights Acts of 1866 and/or 1871, 42 U.S.C. Section 1981; the Americans with Disabilities Act of 1990 (as amended)▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. ▇▇▇▇▇ et seq.; the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), 29 U.S.C. § 621 et seq.; the Family Medical Leave Act, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq.; and the federal Family and Medical Leave Worker Adjustment Retraining Notification Act (“FMLAWARN Act”), 29 U.S.C. § 2102 et seq. The Parties intend for this release to be enforced to the California Labor Code fullest extent permitted by law. YOU UNDERSTAND AND AGREE THAT THIS AGREEMENT CONTAINS A GENERAL RELEASE OF ALL CLAIMS. You represent that you have not initiated, filed, or caused to be filed and agree not to initiate, file or cause to be filed any Released Claims against any Released Parties with respect to any aspect of your employment by or termination from employment with the Company or with respect to any other Released Claim. You expressly covenant and warrant that you have not assigned or transferred to any person or entity any portion of any Released Claims that are waived, released and/or discharged herein. If you nonetheless file, cause to be filed, or pursue any Released Claims against one or more Released Party, you will pay to each such Released Party any costs or expenses (as amended)including attorneys’ fees and court costs) incurred by such Released Party in connection with such action, claim or suit. In this paragraph, we provide you with specific information required under the ADEA. You acknowledge that you have received and reviewed any and all information required, if any, by the ADEA/Older Workers Benefit Protection Act pertaining to your termination from the Company. You agree that your release of claims in this Agreement includes a knowing and voluntary waiver of any rights you may have under the ADEA. You acknowledge that you have been given an opportunity to consider for twenty-one (21) days the terms of this Agreement, although you may sign beforehand, and that you are advised by the California Fair Company to consult with an attorney. You further understand that you can revoke this Agreement by delivering a written notice of revocation within seven (7) days of signing this Agreement, but that you will not be eligible for any Severance Benefits if you revoke this Agreement. You acknowledge and agree that for the revocation to be effective, the written notice must be received by the Company's Chief Executive Officer no later than the close of business (5:00 p.m. Mountain Time) on the seventh (7th) day after you sign this Agreement. This Agreement will become effective and enforceable on the eighth (8th) day following your execution of this Agreement, provided you have not exercised your right, as described herein, to revoke this Agreement. You further agree that any change to this Agreement, whether material or immaterial, will not restart the twenty-one (21) day review period. Notwithstanding the foregoing, the parties acknowledge and agree that you are not waiving or being required to waive (1) any right that cannot be waived as a matter of law, (2) rights for indemnification under U.S. and non-U.S. federal and state laws, (3) rights for indemnification under any contract or agreement with the Company that provides for indemnification or under the Company’s by-laws or under any insurance policies of the Company or its or their affiliates, (4) rights to any vested benefits or pension funds; and (5) rights to seek worker’s compensation or unemployment insurance benefits, subject to the terms and conditions thereof. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prohibit or interfere with your exercising protected rights, including rights under the National Labor Relations Act; filing a charge with the Equal Employment Opportunity Commission or OSHA; reporting possible violations of law to or participating in an investigation by any federal, state or local government agency or commission such as the National Labor Relations Board, the Department of Labor or the Securities and Housing Act Exchange Commission. You do, however, waive any right to receive any monetary award or benefit resulting from such a charge, report, or investigation related to any Released Claims, except that you may receive and fully retain a monetary award from a government-administered whistle-blower award program. You are hereby notified that 18 U.S.C. § 1833(b) states as follows: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, notwithstanding any other provision of this Agreement to the contrary, you have the right to (1) disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of the law or (2) disclose trade secrets in a document filed in a lawsuit or other proceeding so long as amendedthat filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). You agree to maintain this Agreement and its contents in the strictest confidence and agree that you will not disclose the terms of this Agreement to any third party without the prior written consent of the Company, unless and to the extent otherwise required by law or in connection with enforcing this Agreement, except you may inform your legal and financial advisors and any subsequent prospective employer provided you have advised such attorney or financial advisor or subsequent prospective employer to maintain the confidentiality of this Agreement and its contents and you remain responsible for maintaining the confidentiality of such information. If you are obligated under law to disclose the contents of this Agreement you agree, to the extent possible, to provide the Company at least five (5) days prior written notice of such obligation. Finally, by your signature below, you acknowledge each of the following: (a) that you have read this Agreement or have been afforded every opportunity to do so; (b) that you are fully aware of the Agreement’s contents and legal effect; and (c) that you have voluntarily chosen to enter into this Agreement, without duress or coercion, economic or otherwise, and based upon your own judgment and not in reliance upon any promises made by the Company other than those contained in this Agreement.
Appears in 1 contract
Sources: Separation Agreement (National Storage Affiliates Trust)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I ▇▇▇▇ hereby generally and completely release, acquit releases and forever discharge the Company discharges Marathon and each of its parentparents, subsidiarysubsidiaries, and affiliated entitiesdivisions, and investorsaffiliates, along with its and their operating companies, predecessors and successors successors, as well as all of the current and their respective directorsformer employees, officers, employeesdirectors, owners, shareholders, stockholders, partners, agentsrepresentatives, attorneys, insurers, agents and affiliates and assigns of each of them (collectively, the “Released Parties”), of and from any and all claims, liabilities and complaints, charges, causes of action, liabilities, obligations, both debts, contracts, lawsuits, proceedings, judgments, damages and attorneys’ fees against the Released Parties, whether known and or unknown, that arise from which ▇▇▇▇ ever had, now has or are in any way related which ▇▇▇▇ or ▇▇▇▇’▇ heirs, executors, administrators, successors, representatives or assigns may have or claim to events, acts, conduct, or omissions occurring at any time have prior to and including the date that I sign this Release Agreement is signed by ▇▇▇▇, due to any matter whatsoever relating to ▇▇▇▇’▇ employment, compensation, benefits, and termination of ▇▇▇▇’▇ employment with Marathon or any of the Released Parties (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a1) all claims arising out under federal, state or local statute, law, regulation or ordinance such as, without limitation, any claim that any of the Released Parties violated Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Americans with Disabilities Act Amendments Act of 2008, the Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, the Occupational Safety and Health Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act, the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act, the Employee Retirement Income Security Act, the Consolidated Omnibus Budget Reconciliation Act (excluding claims relating solely to “COBRA” continuation coverage under Marathon’s group health plans), the Health Insurance Portability and Accountability Act, the Fair Credit Reporting Act, claims of retaliation under the Fair Labor Standards Act, and any claim of unlawful discrimination or in retaliation of any way related kind including but not limited to my employment with the Companyclaims under state law; (2) any public policy, contract, tort, or the termination common law claim of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claimskind, including but not limited to claims for wrongful discharge, breach of contract, promissory estoppel, false imprisonment, intentional or negligent infliction of emotional distress, invasion of privacy, fraud, duress, fraudulent misrepresentation, negligent misrepresentation, defamation, emotional distressnegligence, assault, battery, conversion, and discharge in violation of public policy; (3) any claim concerning grants of restricted stock, performance units or stock options that were, by their terms, unvested as of ▇▇▇▇’▇ termination of employment; and (e4) all federalany claim for costs, statefees, and local statutory claimsor other expenses including attorney’s fees incurred in these matters. However, this Agreement does not release (1) any claims to enforce Marathon’s obligations under this Agreement; (2) any claims that may arise after the date this Agreement is signed; (3) any claim that the controlling law clearly states may not be released by private agreement, including but not limited to claims any claim for discrimination, harassment, retaliation, attorneys’ fees, penalties, an award for original information submitted pursuant to the whistleblower protections provided by Section 21F of the Securities Exchange Act of 1934; or other claims arising (4) any claim for payments or benefits under the federal Civil Rights Act plans or arrangements described in the last sentence of 1964 (as amended), the federal Americans with Disabilities Act Section 5 of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)this Agreement.
Appears in 1 contract
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveEmployee hereby voluntarily, I hereby generally knowingly and completely releasewillingly waives, acquit acquits, releases and forever discharge the discharges Company and each of its parentformer, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective directorsfuture employees, officers, employeesdirectors, agents, shareholders, stockholdersjoint venturers, partners, agentsrepresentatives, attorneys, insurers, affiliates related entities, assigns, successors, predecessors, affiliates, owners, and assigns all persons acting by, through, under or in concert with any of them (collectively, the hereinafter collectively “Released PartiesReleasees”), of and from any and all claims, liabilities and charges, complaints, claims, liabilities, obligations, both promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including back wages, and attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known and or unknown, that arise from foreseen or are unforeseen, liquidated or unliquidated, in any way related law or in equity, suspected or unsuspected, which Employee may have had or claim to eventshave had, acts, conductnow have or claim to now have, or omissions occurring at hereafter may have or may claim to have, against the Releasees (collectively “Claims”), including, but not limited to, rights arising out of alleged violations of any time prior contract, express or implied (including but not limited to, any contract of employment, partnership, independent contractor, fiduciary, special or confidential relationship); any covenant of good faith and fair dealing (express or implied); any tort, including fraud and deceit, negligent misrepresentation, promise without intent to perform, conversion, breach of fiduciary duty, defamation, libel, slander, invasion of privacy, negligence, intentional or negligent infliction of emotional distress, malicious prosecution, abuse of process, intentional or negligent interference with prospective economic advantage, and conspiracy; any “wrongful discharge” and “constructive discharge” claims; any claims relating to any breach of public policy; any violations or breaches of corporate by-laws; any employment related discrimination or harassment claims under the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act, the Family Medical Leave Act, the California Fair Employment and Housing Act, the California Family Rights Act, the Fair Labor Standards Act, the Employment Retirement Income Security Act, the California Constitution, the California Labor Code or under common law, which against any or all of them Employee ever had, now has or hereinafter may have, up to and including the date that I sign of Employee’s execution of this Release (collectivelyAgreement, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) all claims without limitation, those arising out of or in any way related to my Employee’s employment with the Company, at Company or the termination of that employment; (b) all claims related to my compensation . This also includes, but is not limited to, a release of any rights or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or Claims Employee may have under any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, statestate or local laws or regulations prohibiting employment discrimination. Furthermore, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneysthis includes a release by Employee of any Claims under any state Workers’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)Compensation laws.
Appears in 1 contract
Sources: Termination Agreement (Mindspeed Technologies, Inc)
General Release. In exchange for the consideration to be severance payments and benefits provided to me under for in Section 2 of the Employment Agreement that I am not otherwise entitled to receiveAgreement, I hereby generally and completely release, acquit Executive releases and forever discharge discharges the Company and each of its parentsubsidiaries, subsidiaryaffiliates, officers, directors, employees, and affiliated entities, agents and investors, along with its and all of their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released PartiesReleasees”), of and ) from any and all claimsclaims that legally can be released that Executive may have against the Releasees, liabilities and obligations, both whether known and or unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my Executive’s employment with the Company, Company or the termination of that employment; (b) all . Executive acknowledges and agrees that the payments referenced in the Agreement constitute adequate and valuable consideration, in and of themselves, for the Release. This waiver and release of claims related to my compensation or benefits from the Companyis full and complete, including salaryand includes, bonuseswithout limitation, commissionsany claim of constructive discharge, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionsharassment, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach any claims under Title VII of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal 1964 Civil Rights Act of 1964 (as amended)Act, the federal Americans with With Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)Act, the federal Family and Medical Leave Act (“FMLA”)Act, the California Labor Code (as amended), and the California Fair Employment and Housing Act Act, the California Family Rights Act, the Employee Retirement Income Security Act, the state and federal Worker Adjustment Retraining and Notification Acts, or any other applicable federal, state, or local law, rule, regulation or order, claims for breach of contract or covenant, whether express or implied, negligent or intentional infliction of emotional distress, misrepresentation, fraud, breach of statute or public policy, defamation, or any claims alleging tort or other wrongful conduct under common law, as well as any claim for additional compensation in any form, including salary, bonus or incentive compensation, sick leave benefits, vacation benefits, compensatory time, severance pay, or otherwise and all other claims of any kind arising out of my employment, including claims for attorney’s fees and costs. The matters that are the subject of the release referred to in this Section shall be referred to collectively as the “Released Matters”. Notwithstanding the foregoing, Executive does not release the following claims and rights: (as amended)a) Executive’s rights under the Agreement; (b) any claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (c) Executive’s right, if any, to indemnity pursuant to the California Labor Code; or (d) any other claims determined by law to be non-waivable.
Appears in 1 contract
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveObligations, I you hereby generally and completely releaserelease the Company, acquit and forever discharge the Company and each of its parent, subsidiary, and affiliated entities, and investors, along with its respective current and their predecessors and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, general partners, limited partners, managers, members, managing directors, operating affiliates, agents, attorneys, predecessors, successors, subsidiary entities, insurers, affiliates assigns and assigns affiliated entities (collectively, the “Released Parties”), ) of and from any and all claims, liabilities and obligations, both known and unknown, that arise arising from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including or on the date that I you sign this Release Agreement (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of from or in any way related to my your employment or other participation in connection with any of the CompanyReleased Parties, or the termination cessation of that employmentemployment or participation; (b) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, fringe benefits, stock, stock optionsseverance pay, or any other ownership fringe benefits or equity interests in the Companyprofit sharing; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to including, without limitations, claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1990 (as amended)2002, the federal Age Discrimination in Employment Act of 1967 (Act, as amended) (amended by the “ADEA”)Older Worker Benefit Protection Act, the federal Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act (“FMLA”), the California Labor Code (Worker Adjustment and Retraining Notification Act any claims arising under analogous state laws or local ordinances or regulations. In giving the releases set forth in this Agreement, which include claims which may be unknown to you at present, you hereby expressly waive and relinquish all rights and benefits under any law or legal principle in any jurisdiction with respect to your release of claims herein, including but not limited to the release of unknown and unsuspected claims. You are not waiving your right to claims for unemployment or workers’ compensation benefits, any medical claim incurred during your employment that is payable under applicable medical plans or an employer-insured liability plan, claims arising after the date on which you sign this Agreement or claims that are not otherwise waivable under applicable law. In addition, you shall remain eligible for indemnification as amended), and set forth in Section 7 of the California Fair Employment and Housing Act (as amended)Agreement.
Appears in 1 contract
Sources: Transition and Release Agreement (Dorman Products, Inc.)
General Release. In exchange for consideration of the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivepayments and benefits set forth in Section 3, I hereby generally Employee, on behalf of herself and completely releaseher agents, acquit heirs, successors and forever discharge the Company assigns, finally and its parent, subsidiaryunconditionally releases and discharges each NLCI Party, and affiliated entities, and investors, along with its and their predecessors and successors and all of their respective officers, directors, officersagents, employees, partners, shareholders, stockholderspredecessors, partners, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “"Released Parties”), of and ") from any and all claims, liabilities and demands, liabilities, damages, obligations, both actions or causes of action of any kind, known and or unknown, that arise from past or are in present, asserted or unasserted, suspected or unsuspected, matured or unmatured, which Employee now has, may have or could claim to have against any way related to events, acts, conduct, or omissions occurring at any time prior of the Released Parties up to and including the date that I sign this Release hereof (collectively, "Claims"), including, but not limited to, any and all Claims arising out of, relating to, or in connection with, Employee's employment or termination from such employment, except for Claims relating to the “Released Claims”)validity or enforcement of this Agreement. The Released Claims released by Employee include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the CompanyClaims for wrongful termination, including salaryconstructive discharge, bonusesdiscrimination, commissionssexual harassment, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for breach of fiduciary duty, bad faith discharge, fraud, defamation, libel, retaliation, invasion of privacy and intentional or negligent infliction of emotional distress, as well as any and discharge in violation of public policy; all Claims for counsel fees and (e) costs with respect thereto. The Claims released by Employee further include, but are not limited to, Claims under all federal, state, state and local statutory claimslaws, including including, but not limited to claims for to, Claims under any laws prohibiting employment discrimination, harassmentincluding, retaliationbut not limited to, attorneys’ feesthe Age Discrimination in Employment Act, penalties, or other claims arising under Title VII of the federal Civil Rights Act of 1964 (as amended)1964, the federal Fair Labor Standards Act, the Americans with Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)Equal Pay Act, the federal Employee Retirement Income Security Act, the Family and Medical Leave Act (“FMLA”)and any and all state or local discrimination laws. Further, Employee agrees that if any other person, organization or entity files a lawsuit to assert any Claim against a Released Party on behalf of Employee, Employee will not seek or accept any personal relief in such a lawsuit. Notwithstanding the California Labor Code (as amended)foregoing, Employee does not release any benefits that may be available to her with respect to unemployment compensation benefits, and the California Fair Employment and Housing Act (as amended)NLCI agrees that it will not contest any application filed by Employee with respect thereto.
Appears in 1 contract
Sources: Separation Agreement (Nobel Learning Communities Inc)
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveYou unconditionally, I hereby generally irrevocably and completely release, acquit absolutely release and forever discharge the Company and its parent, subsidiaryCompany, and any parent and subsidiary corporations, divisions and affiliated entitiescorporations, partnerships or other affiliated entities of the Company, past and investorspresent, along with its and their predecessors and successors and their respective directorsas well as the Company’s employees, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are claims related in any way related to eventsthe transactions or occurrences between them to date, actsto the fullest extent permitted by law, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) , your employment with the Company, the termination of your employment, and all claims other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way related to my connected with your employment with the Company. This release is intended to have the broadest possible application and includes, or the termination of that employment; (b) all claims related to my compensation or benefits from the Companybut is not limited to, including salaryany tort, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful terminationcommon law, and breach of the implied covenant of good faith and fair dealing; (d) all tort constitutional or other statutory claims, including including, but not limited to claims for fraud, defamation, emotional distress, and discharge in violation alleged violations of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, the California Labor Code or other claims arising under the federal Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (of 1967, as amended), and all claims for attorneys fees, costs and expenses. You expressly waive your right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by you or on your 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 any challenge to the validity of your release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Xilinx Inc)
General Release. In exchange for ▇▇▇▇▇ ▇▇▇▇, in consideration of the consideration to be provided to me under Severance Benefits (the Employment “Severance Benefits”) described in the Confidential Severance Agreement that I am not otherwise entitled to receivedated June 22, I 2010 (the “Severance Agreement”), do hereby generally release CareFusion Corporation and completely release, acquit and forever discharge the Company and all of its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurerssubsidiaries, affiliates and assigns related companies (collectively, collectively referred to as “CareFusion” or the “Released PartiesCompany”), ) by execution of and this release (the “Release”) from any and all claimsclaims and causes of action that may exist, liabilities and obligations, both whether known and or unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including as of the date that I sign of my execution of this Release with the exception of any unemployment compensation claim I may have and any other claims that cannot be waived by law. I agree that this Release applies to all officers, directors, employees and other representatives of CareFusion, its subsidiaries, affiliates and related companies (collectively, collectively “the “Released ClaimsReleasees”). The Released Claims includeThis Release relates to all causes of action to the extent permitted by law, including, but are not limited to: , claims under CareFusion’s policies or practices, federal and state fair employment practices or discrimination laws, laws pertaining to breach of employment contract or wrongful termination, claims under any applicable state or federal employment, labor or wage and hour statute, and claims under the Age Discrimination and Employment Act (aADEA), the Worker Adjustment and Retraining Notification Act (WARN) all claims arising out and any applicable state laws of similar intent. In addition, I agree that I will not initiate, bring, or prosecute any suit, action or grievance against any of the Releasees for any released claim in any way related to my employment with the Companyfederal, state, county or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionsmunicipal court, or any other ownership arbitral forum, except as specifically stated below. I further agree that if I do so, I shall be liable for the payment of all damages and costs, including attorneys’ fees, incurred by any of the Releasees in connection with my suit, action, or equity interests grievance. I also waive my right to any relief sought in the Company; (c) all claims for breach of contractconnection with such claims, wrongful terminationincluding any right to damages, attorneys’ fees, costs, and breach all other legal or equitable relief. This agreement not to ▇▇▇ does not prohibit me from pursuing a lawsuit, claim, or charge to challenge the validity or enforceability of this agreement under the implied covenant Age Discrimination in Employment Act (“ADEA”) or the Older Workers Benefit Protection Act (“OWBPA”), nor does it render me liable for damages or costs, including attorneys’ fees, incurred by the Releasees in connection with a lawsuit, claim, or charge to challenge the validity or enforceability of good faith and fair dealing; (d) all tort claimsthis agreement under the ADEA or the OWBPA. This agreement not to ▇▇▇ also does not prohibit me from filing charges with government agencies or participating in any investigation resulting from such charges. However, under this agreement, I agree not to accept any monetary or personal relief or remedy, including but not limited to back pay, front pay, or reinstatement, that may be awarded in connection with such charges. In addition, this general Release is not intended to bar any claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but workers’ compensation benefits. This Release does not limited apply to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other any claims arising under the federal Civil Rights Act after my execution of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)this general Release.
Appears in 1 contract