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 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 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 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 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 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 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 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 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 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 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. You understand and acknowledge that the benefits contained in this Agreement exceed the benefits to which you would otherwise be entitled upon termination of your employment. In exchange consideration for the consideration additional benefits extended to you in this Agreement, and intending to be provided legally bound:
a. You agree to me under the Employment Agreement that I am not otherwise entitled to receiveRELEASE AND HOLD HARMLESS FOREVER, I hereby generally and completely releaseTriumph, acquit and forever discharge the Company and its parentparents, subsidiarysubsidiaries, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directorssuccessors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and ) from any and all claimscauses of action, 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 arising out of or in any way related relating to my your association and/or 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 which may have existed prior to or contemporaneously with 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 execution of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claimsthis Agreement, including but not limited to claims for fraudthe following: constructive discharge, negligence, breach of contract, breach of express or implied covenant, defamation, libel, slander, intentional or negligent infliction of 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, harassmenttortious interference with contract, retaliation, wrongful discharge, bad faith, failure to pay wages, bonuses, commissions or other benefits, attorneys’ fees, penaltiesor any other contract or tort claims, or other claims arising under the federal Title VII of Civil Rights Act of 1964 1964, as amended (as amendedTitle VII), the federal Fair Labor Standards Act (FLSA), Americans with With Disabilities Act of 1990 (as amendedADA), the federal Age Discrimination in Employment Employee Retirement Income Security Act of 1967 1974 (as amendedERISA) (except to the “ADEA”extent unrelated to Employee’s termination of employment to enforce Employee’s right to vested benefits which may have accrued under pension or savings plans or to receive any employee benefits for which Employee is eligible under the express terms of any other employee benefits plans, according to the terms of those plans as they may be amended from time to time), the federal Equal Pay Act (EPA), Rehabilitation Act of 1973, Family and Medical Leave Act (“FMLA”), National Labor Relations Act (NLRA), Labor Management Relations Act (LMRA), Worker Adjustment and Retraining Notification Act (WARN), Age Discrimination in Employment Act (ADEA), Older Workers Benefit Protection Act of 1990 (OWBPA), Occupational and Safety Health Act (OSHA), the California Labor Code Genetic Information Nondiscrimination Act of 2008 (▇▇▇▇), Uniformed Services Employment and Re-employment Rights Act (USERRA); Executive Orders 11246 and 11141; the False Claims Act (including the qui tam provision thereof); the Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA); The ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (▇▇▇▇-▇▇▇▇▇); the Electronic Communications Privacy Act of 1986 (including the Stored Communications Act); Pennsylvania Human Relations Act; Pennsylvania Minimum Wage Act; Pennsylvania Whistleblower Law; Pennsylvania Wage Payment and Collection Law, as amended); Pennsylvania Worker and Community Right to Know Act; “”’’or any other action under any federal, state or local statute, as amended, or regulation or other common law.
b. Notwithstanding the foregoing, you understand and agree this Agreement does not impair or limit your right to file an administrative charge with or participate in any investigation or proceeding conducted by the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, or any comparable federal, state, or local enforcement agency, but you cannot file a lawsuit on any such charge. You understand that you have waived and released any and all claims for money damages and equitable relief that you may recover from the Company and/or Released Parties pursuant to the filing or prosecution of any administrative charge against the Company by you, or any resulting civil proceeding or lawsuit brought on your behalf for the recovery of such relief, and which arises out of the California Fair Employment matters that are and Housing Act (as amended)may be released or waived by this Agreement. You also understand, however, that this Agreement does not limit your ability to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. This Agreement also does not limit your right to receive an award for information provided to any government agencies.
Appears in 2 contracts
Sources: Separation Agreement (Triumph Group Inc), Separation Agreement (Triumph Group 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 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 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 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. (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 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 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 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 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 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 Except as provided below in Section 2.6, I, for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivemyself and on behalf of my heirs, I executors and personal representatives, hereby generally unconditionally, irrevocably and completely release, acquit absolutely release and forever discharge the Company and its parent, subsidiaryVerisign, and any parent and subsidiary corporations, divisions and affiliated entitiescorporations, benefit plans, partnerships or other affiliated entities of Verisign, past and present, and investors, along with its each of their current and their predecessors and successors and their respective directorsformer employees, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneyspurchasers, insurers, affiliates successors and assigns (collectively, the “Released Parties”), of ) from and from against any and all claimsliability, liabilities damages, actions and obligationsclaims of any kind whatsoever, both known and unknown, that arise from I may now have or are may have had, or thereafter claim to have had, on behalf of myself or any other person or entity, at any time, arising out of, or related in any way related to eventsto, acts, conduct, any acts or omissions done or occurring at any time in whole or in part prior to and including the date that I sign of this Release (collectivelyAgreement, to the “Released Claims”). The Released Claims includefullest extent permitted by law, including, but are not limited to: (a) , all claims such matters arising out of of, or related in any way related to to, my employment or the termination of my employment with the Company. This release is intended to have the broadest possible application and includes, or but is not limited to, the termination release of that employment; (b) all claims related to my compensation or benefits from the Companyany tort, 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 terminationcommon law, and breach of the implied covenant of good faith and fair dealing; (d) all tort constitutional or 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, 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 and comparable provisions of the Code of Virginia, including Title 40.1 (as amendedLabor and Employment), and the California Fair Employment and Housing Act and comparable provisions of the Code of Virginia, including Title 36 (Housing), Title VII of the Civil Rights Act of 1964, the Worker Adjustment and Retraining Notification Act, the Americans with Disabilities Act, the Older Workers Benefit Protection Act, the Age Discrimination in Employment Act of 1967, as amended), the Equal Pay Act of 1963, the Employee Retirement Income Security Act, or any other federal, state or local law, regulation, or ordinance and all claims for attorneys’ fees, costs and expenses.
Appears in 2 contracts
Sources: Separation & General Release of Claims Agreement (Verisign Inc/Ca), Separation & General Release of Claims Agreement (Verisign Inc/Ca)
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. 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 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 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 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 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 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 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 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 of the Employment Separation Agreement that I am not otherwise entitled to receivehave entered into with StoneMor GP LLC, I a Delaware limited liability company (the “Company”), with an effective date of August 5, 2016, I, ▇▇▇▇▇ ▇▇▇▇▇▇, hereby generally and completely release, acquit and forever discharge release the Company and all of its parentpast, subsidiarypresent, and affiliated future divisions, subsidiaries, parents, affiliates, joint ventures and other related entities, and investors, along with its and their predecessors and successors and all of their respective past, present, and future directors, officers, agents, employees, shareholdersbenefit plans, stockholdersplan administrators and other plan fiduciaries, partners, 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 in any way related to events, acts, conduct, or omissions claims occurring at any time prior to my execution or to my re-affirmation of this General Release, as the case may be, 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 my employment with the Company or in my separation from that employment. This General Release is to be broadly construed to encompass all claims of any way related kind or character whatsoever, whether known or unknown, relating to my employment with the CompanyCompany or my separation from that employment based upon any matter occurring prior to my execution of this General Release, and prior to my re-affirmation of this General Release, as the case may be, including, but without limiting the generality of the foregoing, any and all claims under the Age Discrimination in Employment Act, the Older Workers Benefits Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Rehabilitation Act of 1973, Executive Order 11246 and 11375, the Employee Retirement Income Security Act (other than claims relating to vested benefits), the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Pennsylvania Human Relations Act, and any other federal, state or local constitution, statute, regulation, or ordinance, and any and all common law claims including, but not limited to, claims for wrongful or retaliatory discharge, intentional infliction of emotional distress, negligence, defamation, invasion of privacy, salary, wages, bonuses, severance pay and benefits not specifically recited in the termination Employment Separation Agreement, and breach of contract. The claims I am releasing also include all claims for retaliation under any of the laws described above, and any claims for attorney’s fees arising out of any of the above. This release applies to all claims whether or not I am now or ever was aware that they existed, and also to the continuing or future consequences of those claims. Excluded from the scope of this General Release are: (1) any claims for defense or indemnification under any insurance policies, Company by-laws or applicable law relating to my employment; (b2) any rights to workers’ compensation benefits or unemployment compensation benefits; (3) claims that under applicable law cannot be released; (4) claims to enforce the Employment Separation Agreement; and (5) vested rights or interests under any retirement, UAR, equity or other benefit plans in which I participate. Notwithstanding the broad scope of the General Release, the General Release is not intended to bar any claims that, as a matter of law, whether by statute or otherwise, 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 ADEA or the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (“▇▇▇▇-▇▇▇▇▇”) as set forth in this Agreement. Nothing in this Agreement is intended to interfere with administrative proceedings, provided however, that Employee expressly releases and waives any and all claims related rights to my compensation or benefits from the Companyrecovery of any type, including salaryback pay, bonusesfront pay, commissionscompensatory damages, other incentive compensationliquidated or punitive damages, vacation pay and the redemption thereofattorney’s fees, expense reimbursements, fringe benefits, stock, stock optionsreinstatement, or any other ownership benefit, in any administrative or equity interests in the Company; (c) all claims for breach of contractcourt action, wrongful terminationwhether state or federal, and breach of whether brought by Employee or on Employee’s behalf, related in any way to the implied covenant of good faith and fair dealing; (d) all tort claims, including but matters released herein. This Agreement does not limited to waive or release 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 that Employee may have under the federal Civil Rights Act ADEA or ▇▇▇▇-▇▇▇▇▇ that arise after the 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 this Agreement. I further understand and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).acknowledge that:
Appears in 1 contract
Sources: Employment Separation Agreement (Stonemor Partners Lp)
General Release. In exchange for the Severance Benefits and the consulting arrangement, 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 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 at the date time that I you sign this Release Agreement (collectively, the “Released Claims”). The This 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 claims related to my your 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 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).
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 consideration for receiving the consideration benefits and payments 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 the maximum extent permitted by applicable law any and all claims or causes of action, whether known or unknown, whether arising under equity, statute, or federal, state, foreign, or common law, that were, could have been, or in the future can or might be provided to me under the Employment Agreement that I am not otherwise entitled to receiveasserted in any court, I hereby generally and completely releasetribunal, acquit and forever discharge or proceeding against the Company 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”) 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, 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 New York State Human Rights Law (as amended) (the “ADEA”N.Y. Exec. Law § et seq.), the federal Family and Medical Leave Act New York City Human Rights Law (“FMLA”New York City Adm. Code § 8-101, et. seq.), or any other federal, state, or local law prohibiting discrimination, harassment or retaliation, and all other federal, state and local laws, ordinances, and regulations. You covenant not to sue the California Labor Code (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 amended)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 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. You expressly acknowledge and represent that no one has interfered with your ability to report possible violations of any law and it is Released Parties’ policy to encourage such reporting. You further acknowledge and represent that you have not suffered any on-the-job injury for which you have not already filed a claim, and the California Fair Employment end of your employment is not related to any such injury. You acknowledge and Housing Act agree that you have not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges, or lawsuits against any Released Party with any governmental agency, court, or tribunal. You acknowledge that the benefits that you are receiving in connection with this Agreement are in addition to anything of value to which you are entitled from the Company. This waiver and release covers only those claims that arose or could have arisen prior to your execution of this Agreement. The waiver and release contained in this Agreement does not apply to (i) rights arising under, or preserved by, this Agreement (including the right to receive the benefits described in Section 3), (ii) for vested rights under ERISA-covered employee benefit plans as amended)applicable on the date you sign this Agreement, (iii) your indemnification rights under the Company’s internal governing documents or D&O insurance policies, or (iv) any claim which, as 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
Sources: Separation Agreement (Clover Health Investments, Corp. /De)
General Release. In exchange return for the consideration to be provided to me under the Employment Agreement special compensation and benefits referenced in this Agreement, which Executive acknowledges that I am he is not otherwise entitled to receive, I hereby generally Executive, on behalf of himself and completely releaseall of his heirs or personal representatives, acquit agrees to the following:
A. To release Camden, their parent companies, 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, attorneysemployee benefit programs, insurersand the trustees, affiliates administrators, fiduciaries and assigns 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 Executive or unknown, that arise from or are which 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 arise out of or in any way related relate to my Executive's 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, at Camden 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 Released Parties, the separation of good faith Executive's employment from Camden or any of the Released Parties, any agreements between Camden or any of the Released Parties and fair dealing; (d) all tort claimsExecutive, including but not limited to the Employment Agreement, the Share Bonus Agreements, the Award Agreements, the Share Agreements, the Master Exchange Agreements, the KEYSOP Option Agreement, the Performance Bonus Awards, the NDCP, any option grants under the Share Incentive Plans, and/or concerning any facts or events occurring at any time up to the Effective Date (as defined in Section IV.M below), including, but not limited to, any and all claims of discrimination, retaliation or wrongful discharge of any kind, and any contractual, tort or other common law claims. This settlement and waiver includes all such claims, whether for fraudbreach of contract, quasi-contract, implied contract, quantum meruit, unjust enrichment, compensation, deferred compensation, equity interest, any tort claims, including without limitation slander, defamation, emotional distressfraud or misrepresentation, any and discharge all claims under any applicable federal laws, including, but not limited to, the Age Discrimination in violation Employment Act, as amended, Title VII of public policy; the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Americans with Disabilities Act, as amended, the Equal Pay Act, as amended, the Worker Adjustment and (e) all federalRetraining Notification Act, statethe Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, or under any applicable state or local statutory claimslaws or ordinances or any other legal restrictions on Camden's rights, including Chapter 21 and Chapter 451 of the Texas Labor Code.
B. Executive further agrees not to file a suit of any kind against Camden or any of the Released Parties relating to his employment at Camden or any of the Released Parties, the separation thereof, any agreements between Camden or any of the Released Parties and Executive, including but not limited to claims for discriminationthe Employment Agreement, harassmentas amended, retaliationShare Bonus Agreements, attorneys’ feesthe Award Agreements, penaltiesthe Share Agreements, the Master Exchange Agreements, the KEYSOP Option Agreement, the Performance Bonus Awards, NDCP, any option grants under the Share Incentive Plans, and/or concerning any facts or events occurring at any time up to the Effective Date or to participate voluntarily in any employment-related claim brought by any other party against Camden or any of the Released Parties. Even if a court rules that Executive may file a lawsuit against Camden or any of the Released Parties arising from his employment at Camden or any of the Released Parties, or the separation thereof, any agreements between Camden or any of the Released Parties and Executive, and/or concerning any facts or events occurring at any time up to the Effective Date, Executive agrees not to accept any money damages or any other claims relief in connection with any such lawsuit. Except as provided below, Executive understands that this Agreement and General Release effectively waives any right he might have to ▇▇▇ ▇▇▇▇▇▇ or any of the Released Parties for any claim arising under out of his employment at Camden or any of the federal Civil Rights Act Released Parties, any agreements between Camden or any of 1964 (the Released Parties and Executive, including but not limited to the Employment Agreement, as amended), the federal Americans with Disabilities Act of 1990 (as amended)Share Bonus Agreements, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)Award Agreements, the federal Family and Medical Leave Act (“FMLA”)Share Agreements, the California Labor Code (as amended)Master Exchange Agreements, the KEYSOP Option Agreement, and the California Fair Employment Performance Bonus Awards, the NDCP, any option grants under the Share Incentive Plans, the separation of his employment, and/or concerning any facts or events occurring at any time up to the Effective Date.
C. Executive agrees to execute the Supplemental Release on the Termination Date and Housing Act immediately deliver it to CPT. However, this release and waiver does not waive Executive's rights to enforce this Agreement, his vested rights under the Master Exchange Agreement, KEYSOP Option Agreement, the NDCP, or his vested options under the Share Incentive Plans. In addition, this release does not give up Executive's rights, if any, to COBRA benefits under Camden's standard benefit programs applicable to him. Further, this release does not waive Executive's rights to vested equity interests or pension monies, 401(k) monies, accrued vacation, his final paycheck, or reimbursement of any outstanding business expense amounts (as amendedin accordance with Camden's existing reimbursement policies).
Appears in 1 contract
General Release. In exchange for Except as to the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveprovisions and obligations set forth in this Agreement, I Blauwiekel hereby generally and completely release, acquit releases and forever discharge discharges the Company Company, its present and its parent, subsidiary, 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, insurersaccountants, consultants, successors, assigns and affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities demands, complaints, causes of action, losses, liabilities, penalties, costs, attorneys' fees, expenses, damages, indemnities and obligationsobligations of any and every kind, both nature and character in law, equity or otherwise, present, past or future, suspected or unsuspected, disclosed or undisclosed, of any nature whatsoever, whether now known and or unknown, foreseen or unforeseen, created by statute, rule, regulation or professional code, that arise from Blauwiekel ever had, now has or are in any way related to eventshereinafter can, actsshall or may have, conductby reason of, 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 relating to my employment with the Companyany acts, omissions, events or the termination of that employment; (b) all claims related to my compensation or benefits circumstances from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and beginning of time up 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 Effective Date of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claimsthis Agreement, including but not limited to claims for fraud, defamation, emotional distressBlauwiekel's hiring or separation from the Company. By way of example only, and discharge in violation of public policynot as a limitation, the matters released under this provision include, without limitation, all claims related to wages, salaries or other compensation; payments, benefits and fringe benefits, back pay and front pay; expense reimbursements for residence relocation; housing and automobile allowances; expense reimbursements for club/association memberships, travel and business items and subscriptions; vacation, holiday and sick pay; life, health, accident, disability and workers' compensation insurance; and contributions/payments to retirement or pension participation plans. The matters released under this provision also extend to rights or claims under California's Fair Employment & Housing Act (e) all federalGovt. C Section 12940 et. seq., statewhich prohibits discrimination on the basis of race, religion, color, sex, age, mental disability, physical disability, medical condition, marital status, sexual orientation, and local statutory claimsother protected categories), 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 (42 U.S.C. Section 2000e et. seq., which prohibits discrimination on the basis of 1964 (as amendedrace, sex, national origin, color, and religion), the federal Americans with With Disabilities Act of 1990 (as amended)42 U.S.C. 12101 et. seq., the federal Age Discrimination in Employment Act which prohibits discrimination against and requires reasonable accommodation of 1967 (as amended) (the “ADEA”qualified disabled workers under certain circumstances), the federal Family and Medical Leave Act (“FMLA”29 U.S.C. Section 2601 et. seq.), California's Family Rights Act (Govt. C Section 12945.2) (which provides leaves of absences to employees under certain circumstances), the California Labor Code Code, the federal Fair Labor Standards Act (as amended29 U.S.C. Section 201 et. seq.), the Employee Retirement Income Security Act (29 U.S.C. Section 1001 et. seq.), and the California Fair Employment any and Housing Act (as amended)all other local, municipal, state and federal statutes and laws.
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 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 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 (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 Releasor covenants and agrees that I am not otherwise entitled to receiveReleasor hereby irrevocably and unconditionally releases, I hereby generally and completely release, acquit acquits and forever discharge the discharges Company and its parentLowe'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, shareholderssubsidiaries, stockholdersand agents (Company and Lowe's and their officers, partnersdirectors, agentsemployees, attorneys, insurers, affiliates subsidiaries and assigns (collectively, agents being collectively referred to herein as the “Released Parties”"Releasees"), 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 attorneys' 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 Releasor's employment with the Company, Company and Lowe's or the termination of that employment; Releasor's employment with Company and Lowe's (b) other than any claim arising out of the breach by Company and Lowe's of the terms of this Agreement), including, without limitation, all claims related to my compensation asserted or benefits that could be asserted by Releasor against Company and Lowe's in any litigation arising from summonses and complaints filed in federal, state or municipal court asserting any claim arising from any alleged violation by the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or Releasees of 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 or local statutory claimsstatutes, including 4ordinances, 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 (1964, as amended), the federal Equal Pay Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Releasor Retirement Income Security Act, the Rehabilitation Act of 1990 (as amended)1973, the federal Age Discrimination in Employment Civil Rights Act of 1967 (as amended) (the “ADEA”)1991, the federal Family and Medical Leave Act, the Civil Rights Act of 1866, 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 (“FMLA”"Claim" or "Claims"), which Releasor now has, owns, or holds, or claims to have, own, or hold, or which Releasor 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, Releasor 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 ▇▇▇▇'▇ Companies, Inc. ESOP, and 401(k) plans and hereby irrevocably and unconditionally releases, acquits and forever discharges Company and Lowe's, as well as each of Company and Lowe's officers, directors, employees, subsidiaries, and agents, in respect to the California Fair Employment and Housing Act (as amended)forfeitures. 8.
Appears in 1 contract
Sources: Release, Separation and Consulting Agreement (Lowes Companies 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 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 the California Fair Employment attorneys’ fees; and Housing Act (as amended)claims arising out of any wrongdoing whatsoever under any theory now or ever recognized.
Appears in 1 contract
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 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 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 Except for those obligations of Company under this Agreement and provided, however, that nothing herein shall release the consideration Company or any Releasees obligations to be provided to me Employee under the Employment Agreement that I am (to the extent such obligations survive Employee’s termination of employment pursuant to the terms of the Employment Agreement), Employee, on behalf of Employee and Employee’s dependents, successors, heirs, assigns, agents, and executors (collectively, the “Releasors”), hereby releases and discharges and covenants not otherwise entitled to receive▇▇▇, I hereby generally and completely releaseto the maximum extent permitted by law, acquit and forever discharge the Company and its parentpredecessors, subsidiarysuccessors, subsidiaries, parents, branches, divisions, and affiliated entitiesother affiliates, and investors, along with its each of their current and their predecessors and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agentsrepresentatives, attorneys, insurerssuccessors and assignees, affiliates past and assigns present, and each of them (individually and collectively, the “Released PartiesReleasees”), of ) from and from with respect to any and all claims, liabilities and wages, agreements, obligations, both demands and causes of action, known and or unknown, that arise from suspected or are in any way related to eventsunsuspected, acts, conduct, concealed or omissions occurring at any time prior to and including the date that I sign this Release hidden (collectively, the “Released Claims”). The Released , of any kind whatsoever, including, without limitation, any Claims include, but are not limited to: (a) all claims arising out of or in any way related to my connected with Employee’s employment relationship with the or separation from, Company, any Claims for severance pay, bonus or the termination of that employment; (b) all claims related to my compensation or benefits from the Companysimilar benefit, including salarysick leave, bonusespension, commissions, other incentive compensationretirement, vacation pay and the redemption thereofpay, expense reimbursementslife insurance, fringe benefits, stock, stock options, health or medical insurance or any other ownership fringe benefit, any benefits arising from any ERISA benefit plan, workers’ compensation or equity interests in the Company; (c) all claims for breach of contract, wrongful terminationdisability, and breach any other Claims resulting from any act or omission by or on the part of Releasees committed or omitted prior to the Separation Date, including by way of example only, 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 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 Act, as amended by the Older Workers Benefit Protection Act, and the rules and regulations promulgated thereunder (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”)Act, the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)Act, or any other federal, state or local law, regulation or ordinance. This release does not prevent Employee from filing a charge with or participating in an investigation by a governmental administrative agency; provided, however, that Employee waives any right to receive any monetary award resulting from such a charge or investigation, including, without limitation, interest, penalties, fines, and attorneys’ fees.
Appears in 1 contract
General Release. In exchange for the amounts described in Section 3 of this Agreement, and other the good and valuable consideration to be provided to me under the Employment you by this Agreement that I am you are not otherwise entitled to receivereceive and the sufficiency of which is hereby acknowledged, I subject to the exceptions set forth in Section 4(d) and Section 12 of this Agreement, you and your representatives, agents, estate, heirs, successors and assigns hereby generally and completely release, acquit discharge, indemnify and forever discharge hold harmless 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 actions or causes of action, suits, claims, liabilities complaints, contracts, liabilities, agreements, promises, torts, debts, damages, controversies, judgments, rights and obligationsdemands, both whether existing or contingent, known and or unknown, that arise from suspected or are in any way related to eventsunsuspected, acts, conduct, arising on or omissions occurring at any time prior to and including before the date that I you sign this Release Agreement (collectively, the “Released Claims”). The Except as set forth in this Agreement, 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, change in employment status or the termination of that employment; ;
(bii) 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, Equity Awards 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; (diii) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and ;
(eiv) 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 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 Massachusetts Fair Employment Practice Act (as amended); the National Labor Relations Act, as amended; Sections 1981 through 1988 of Title 42 of the federal United States Code, as amended; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. 1001 et seq.; the Workers Adjustment and Retraining Notification Act, 29 U.S.C. Section 2101 et seq.; the Immigration Reform and Control Act, as amended; the Americans with Disabilities Act of 1990, as amended; the Older Workers Benefit Protection Act; the Occupational Safety and Health Act, as amended; the Family and Medical Leave Act of 1993 (“FMLA”), the California Labor Code (as amended); the Consolidated Omnibus Budget Reconciliation Act, and the California Fair Employment and Housing Act (as amended); the Equal Pay Act; and laws relating to workers compensation, family and medical leave, retaliation, discrimination on the basis of race, color, religion, creed, sex, sex harassment, sexual orientation, marital status, pregnancy, national origin, ancestry, handicap, disability, veteran’s status, alienage, blindness, present or past history of mental disorders or physical disability, candidacy for or activity in a general assembly or other public office, constitutionally protected acts of speech, whistleblower status, use of tobacco products outside course of employment, membership in any organization engaged in civil defense, veteran’s status, any military service, application for military service, or any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance;
(v) breach of contract (express or implied) or breach of the implied covenant of good faith and fair dealing;
(vi) wrongful termination, intentional or negligent infliction of emotional distress, negligent misrepresentation, intentional misrepresentation, fraud, defamation, promissory estoppel, false light invasion of privacy, conspiracy, violation of public policy;
(vii) any other tort, statutory or common law cause of action, or any allegation for costs, expenses, or attorneys’ fees incurred in any legal action; and
(viii) all claims under the Massachusetts Wage Act. The Released Claims does not include any claims relating to (i) your vested benefits under any Company benefit plan, the Equity Plan or your Equity Awards; (ii) any right to a payment or benefit under this Agreement; (iii) your right to enforce this Agreement; or (iv) any claims subject to the exceptions set forth in Section 12 below.
Appears in 1 contract
Sources: Separation and Consulting Agreement (Amag 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 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 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 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 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 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 for consideration of the consideration promises contained in this Agreement, you agree to be provided to me under the Employment Agreement that I am not otherwise entitled to receivefollowing: On behalf of yourself and anyone claiming through you, I you hereby generally irrevocably and completely unconditionally release, acquit and forever discharge the Company and and/or its parentparent corporation, subsidiarysubsidiaries, and affiliated entitiesaffiliates, and investorsdivisions, along with its and their predecessors and predecessors, successors and assigns, as well as all of their respective past and present officers, directors, officers, employees, agents, shareholders, stockholdersjoint venturers, partners, agentstrustees, attorneysfiduciaries, insurers, affiliates benefit plans and assigns anyone claiming through them (hereinafter “Releasees” collectively, the “Released Parties”), of and in their individual and/or corporate capacities, from any and all claims, liabilities and obligationsliabilities, both known and unknownpromises, that arise from or are in any way related to eventsactions, actsdamages, 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, retaliationrights, attorneys’ fees, penaltiescosts and the like (hereinafter “Claims” collectively), known or unknown, accrued or unaccrued, which you ever had or now have against any of the Releasees from the beginning of time up through the date of your signature below. This General Release includes without limitation all Claims arising out of or relating to your employment with the Company and/or the termination of your employment with the Company. This General Release further includes without limitation all Claims for: (1) employment discrimination based upon sex, race, age, disability, national origin, religion, or any other claims characteristic protected by law, including without limitation all 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) (the “ADEA”), the federal Family Americans With Disabilities Act, the Employee Retirement Income Security Act, the Pennsylvania Human Relations Act, and Medical Leave all other federal, state, or local employment discrimination laws; (2) compensation or benefits except for those payments which are expressly provided for in this Agreement; (3) wrongful discharge and/or breach of any alleged employment contract; (4) Claims based on any tort, such as invasion of privacy, defamation, fraud and infliction of emotional distress; and (5) Claims under the Worker Adjustment and Retraining Notification Act (“FMLAWARN”). In addition to the foregoing release, the California Labor Code (as amended)severance and benefit payments being made to you under this Agreement shall be deemed to satisfy any obligations that the Company may have to you under WARN, and if WARN is applicable to your separation. Notwithstanding the California Fair Employment and Housing Act (as amended)forgoing, this release shall not waive any rights you may have for indemnification pursuant to the Company’s By Laws or Certificate of Incorporation.
Appears in 1 contract
Sources: Separation Agreement (Adolor 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, I on their own behalf and on behalf of their descendants, dependents, spouse, heirs, executors, administrators, assignees and successors, and each of them, hereby generally and completely release, acquit releases and forever discharge the discharges Company and any and all of its parent, subsidiary, and affiliated entitiescorporations, businesses and partnerships, and investorsall of its officers, along with its and their predecessors and successors and their respective directors, officers, employees, agents, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates employee benefits plans, past and present, as well as the heirs, executors, administrators, predecessors, successors and assigns (collectively, the “Released PartiesRELEASED PARTIES”), of ) from and from against any and all claims, liabilities causes of action, agency actions, and lawsuits whether past or present, known or unknown, civil or otherwise, which have been asserted or could have been asserted by EMPLOYEE against Company, and any Company employees, including all claims for any form of damages, including economic damages, non-economic damages, punitive damages, exemplary damages, compensation, overtime compensation, salary, wages, bonuses, benefits, liens, costs and expenses, obligations, both debts and liability of any kind or nature whatsoever, including but not limited to attorneys’ fees, whether known and or unknown, fixed or contingent, that arise from EMPLOYEE ever had or are may now or hereafter have or claim to have or incur as a result of that could be related in any way related to eventsEMPLOYEE’S employment by Company, acts, conduct, EMPLOYEE also hereby covenants not to file a lawsuit or omissions occurring at participate in a class action lawsuit to assert any time prior claims released by EMPLOYEE pursuant to and including the date that I sign this Release (collectively, the “Released Claims”)AGREEMENT. The Released Claims include, This general release includes but are is not limited to: (a) all to claims arising out of or in any way related to my connection with: (i) EMPLOYEE’S employment relationship with the Company, Company or the EMPLOYEE’S termination of that employmentthereof; (bii) all claims related to my compensation any allegation that Company wrongfully or benefits from the Companyunlawfully terminated, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, discharged or any other ownership or equity interests in the Companylaid off EMPLOYEE; (ciii) all claims for breach any allegation of contract, wrongful termination, and breach violation 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 Older Workers Benefit Protection Act (OWBPA), 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 (ERISA), the Americans with Disabilities Act (ADA), the Rehabilitation Act of 1973, the Worker’s Adjustment and Retraining Notification Act (WARN), the National Labor Relations Act (NLRA), the Fair Labor Standards Act (FLSA), the Uniform Services Employment and Reemployment Rights Act (USERRA), the Family and Medical Leave Act of 1993 (“FMLA”); or any other applicable state, municipal or city ordinance; (iv) any allegation of breach of contract, defamation, intentional or negligent infliction of emotional distress, workplace harassment or discrimination, invasion of privacy, violation of public policy, negligence or any other tort; (v) any allegation of a breach of any contract of employment, express or implied, or of a violation of any Company policy or procedure, of the California Labor Code U.S. Constitution or constitution of any state, or any other law, rule, regulation or ordinance pertaining to employment or the termination of employment; and/or (as amendedvi) any other statutory or common law cause of action. EMPLOYEE acknowledges and affirms that EMPLOYEE is not aware of any conduct, occurrences or facts occurring before or during employment with Company or at any time before the date of this AGREEMENT that would constitute a violation of or give rise to a claim under any statute, common law or legal theory released in this Section 5(a), and . This release pertains to all acts or omissions by Company or the California Fair Employment and Housing Act (as amended)other Released Parties through Effective Date of this AGREEMENT.
Appears in 1 contract
Sources: General Release and Separation Agreement (Farmer Brothers Co)
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: (a) 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 or in retiree medical 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 way related claim of unlawful discrimination or retaliation of any kind including but not limited to my employment with the Company, or the termination of that employmentclaims under state law; (b) all claims related to my compensation or benefits from the Companyany public policy, including salarycontract, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionstort, or common law claim of 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; (c) any claim concerning grants of restricted stock or stock options that were, by their terms, unvested as of ▇▇▇▇▇▇▇▇’▇ termination of employment; and (ed) 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 (w) any claims to enforce Marathon’s obligations under this Agreement; (x) any claims that may arise after the date this Agreement is signed; (y) 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 (z) any claim for payments or benefits under the federal Civil Rights Act plans, programs 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 consideration of the promises of the Company provided herein, including, the consideration to be provided to me under for in Section 2 and other consideration provided for in this Agreement, that being good and valuable consideration, the Employment Agreement that I am not otherwise entitled to receivereceipt, I adequacy and sufficiency of which Executive acknowledges, Executive, on Executive’s own behalf and on behalf of Executive’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Executive Releasing Parties”) hereby generally and completely release, acquit fully and forever discharge waives, releases, extinguishes and discharges the Company and its parentshareholders, subsidiaryaffiliates, subsidiaries and affiliated entities, and investors, along with its and their predecessors and successors and or their respective directorspast, present and future parents, owners, officers, employeesdirectors, shareholders, stockholdersmembers, executives, employees, consultants, independent contractors, partners, agents, attorneys, advisers, insurers, affiliates fiduciaries, employee benefit plans, representatives, successors and assigns (each, a “Company Released Party” and collectively, the “Company Released Parties”), of jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and obligations, both known and unknown, that arise from indemnities of any kind 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 nature whatsoever (collectively, the “Released Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, front pay, fringe benefits, equity, reinstatement, reemployment, compensatory damages, punitive damages, or any other kind of damages, which any of Executive Releasing Parties have, had or may have against any of the Company Released Parties relating to or arising out of any matter arising on or before the date this Agreement is executed by Executive. The Released Such released Claims include, but are without limitation, all Claims arising from or relating to Executive’s employment with the Company and its or the termination of that employment or any circumstances related thereto, or any other agreement, matter, cause or thing whatsoever, including without limitation all Claims arising under or relating to Executive’s employment, the ECCA, equity, compensation, bonuses, benefits, payments, or any other benefits or payments Executive may or may not limited to: (a) have received during Executive’s employment with the Company and its affiliates, all claims Claims relating to any other claimed payments, employment contracts or benefits, all Claims arising out from or relating to Executive’s performance of or in services for the Company and any way related to my of its affiliates during Executive’s employment with the Company, including without limitation all Claims arising at law or the termination equity or sounding in contract (express or implied) or tort, Claims arising by statute, common law or otherwise, Claims arising under any federal, state, county or local laws, of that employment; (b) all claims related to my compensation or benefits from the Companyany jurisdiction, including salaryClaims for wrongful discharge, bonuseslibel, commissionsslander, 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 express or implied contract or implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims Claims for alleged fraud, defamationconcealment, unjust enrichment, negligence, negligent misrepresentation, promissory estoppel, quantum meruit, intentional or negligent infliction of emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claimsClaims for discrimination, including but not limited to claims for retaliation, sexual harassment and Claims arising under any laws that prohibit age, sex, sexual orientation, race, national origin, color, disability, religion, veteran, workers’ compensation or any other form of discrimination, harassment, or retaliation, attorneys’ feesincluding, penaltieswithout limitation, 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 of 1967 (1967, as amended) (the “ADEA”), the federal Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §1981, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and/or 1871, the Equal Pay Act of 1963, the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act of 2009, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act (“FMLA”)of 1993, the California Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Patient Protection and Affordable Care Act of 2010, the National Labor Code (as amended)Relations Act, the Labor Management Relations Act, the Immigration Reform and Control Act, the Texas Labor Code, the Texas Constitution, any statute or laws of the State of Texas, any other federal, state, local, municipal or common law whistleblower, discrimination or anti-retaliation statute law or ordinance, and any other Claims arising under state, federal, local, municipal or common law, as well as any expenses, costs or attorneys’ fees. Except as required by law, Executive agrees that Executive will not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against the California Fair Employment Company or any of the Company Released Parties arising from, concerned with, or otherwise relating to, in whole or in part, Executive’s employment, the terms and Housing Act (conditions of Executive’s employment, or Executive’s separation from employment with the Company or any of the matters or Claims discharged and released in this Agreement. This release shall not apply to any of the Company’s obligations under this Agreement. This Agreement is a full and final general release by Executive of all unknown, undisclosed, and unanticipated losses, wrongs, injuries, claims, and damages that arise wholly or in part from any act or omission occurring before this Agreement becomes effective, as amended)well as a general release by Executive of all claimed losses, wrongs, injuries, claims, and damages, now known or disclosed, that arise in whole or in part as a result of any act or omission occurring before this Agreement becomes effective.
Appears in 1 contract
Sources: Separation and Release Agreement (COMMERCIAL METALS Co)
General Release. In exchange for the consideration to be provided to me under of the Employment Separation Agreement that I am not otherwise entitled to receivehave entered into with StoneMor GP LLC, I a Delaware limited liability company (the “Company”), with an effective date of January 29, 2013, I, ▇▇▇▇ ▇▇▇▇▇▇▇▇, hereby generally and completely release, acquit and forever discharge release the Company and all of its parentpast, subsidiarypresent, and affiliated future divisions, subsidiaries, parents, affiliates, joint ventures and other related entities, and investors, along with its and their predecessors and successors and all of their respective past, present, and future directors, officers, agents, employees, shareholdersbenefit plans, stockholdersplan administrators and other plan fiduciaries, partners, 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 in any way related to events, acts, conduct, or omissions claims occurring at any time prior to my execution or to my re-affirmation of this General Release, as the case may be, 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 my employment with the Company or in my separation from that employment. This General Release is to be broadly construed to encompass all claims of any way related kind or character whatsoever, whether known or unknown, relating to my employment with the CompanyCompany or my separation from that employment based upon any matter occurring prior to my execution of this General Release, and prior to my re-affirmation of this General Release, as the case may be, including, but without limiting the generality of the foregoing, any and all claims under the Age Discrimination in Employment Act, the Older Workers Benefits Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Rehabilitation Act of 1973, Executive Order 11246 and 11375, the Employee Retirement Income Security Act (other than claims relating to vested benefits), the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Pennsylvania Human Relations Act, and any other federal, state or local constitution, statute, regulation, or the termination ordinance, and any and all common law claims including, but not limited to, claims for wrongful or retaliatory discharge, whistle-blowing, intentional infliction of that employment; (b) all claims related to my compensation or benefits from the Companyemotional distress, including negligence, defamation, invasion of privacy, salary, wages, bonuses, commissions, other incentive compensation, vacation severance pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests benefits not specifically recited in the Company; (c) all claims for breach of contract, wrongful terminationEmployment Separation Agreement, and breach of contract. The claims I am releasing also include all claims for retaliation under any of the implied covenant laws described above, and any claims for attorney’s fees arising out of good faith any of the above. This release applies to all claims whether or not I am now or ever was aware that they existed, and fair dealingalso to the continuing or future consequences of those claims. Excluded from the scope of this General Release are: (1) any claims for defense or indemnification under any insurance policies, Company by-laws or applicable law relating to my employment; (d2) all tort claims, including but any rights to workers’ compensation benefits or unemployment compensation benefits; (3) claims that under applicable law cannot limited be released; (4) claims to claims for fraud, defamation, emotional distress, and discharge in violation of public policyenforce the Employment Separation Agreement; and (e5) all federalvested rights or interests under any retirement, stateUAR, equity or other benefit plans in which I participate I understand that nothing in this General Release is intended to and does not limit my right to file a charge or participate in an investigative proceeding of the EEOC or another governmental agency. However, I understand that any claims by me for personal relief such as reinstatement or monetary damages or attorney’s fees are barred by this General Release, and local statutory claimsthat even if I file a charge or someone else files a charge from which I could potentially benefit, including but I personally cannot limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, benefit monetarily or in any 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 way from that claim. I further understand and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).acknowledge that:
Appears in 1 contract
Sources: Employment Separation Agreement (Stonemor Partners Lp)
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. 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 (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 Executive 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 the California Fair Employment attorneys’ fees; and Housing Act (as amended)claims arising out of any wrongdoing whatsoever under any theory now or ever recognized.
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, I on his own behalf, and on behalf of his heirs and assigns, hereby generally and completely release, acquit fully and forever discharge unconditionally releases and discharges the Company Corporation, all of its past and its present parent, subsidiary, affiliated and affiliated entitiesrelated corporations, their predecessors, successors and assigns, together with their divisions and departments, and investorsall past or present officers, along with its and their predecessors and successors and their respective directors, officers, employees, shareholdersinsurers and agents of any of them, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”hereinafter referred to collectively as "Releasees"), of and from from, and covenants not to ▇▇▇ or assert against Releasees, for any and purpose, all claims, liabilities administrative complaints, demands, actions and obligationscauses of action, both known of every kind and unknownnature whatsoever, that arise whether at law or in equity, arising 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 by the CompanyCorporation including the termination thereof, based in whole or in part upon any act or omission concerning on or before the date of this general release, whether negligent or intentional, without regard to Employee's present actual knowledge of the act or omission, which Employee may now have, 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 optionswhich Employee, or any other ownership person acting on his behalf may at any future time have or equity interests in the Company; (c) all claims for claim to have, including specifically, but not by way of limitation, unpaid wages, unpaid benefits, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful terminationdischarge, and breach tortious interference with contractual rights, infliction of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraudemotional distress, defamation, emotional distress, and discharge in violation of public policy; and (e) all or under federal, statestate or local laws, and local statutory claimssuch as the Fair Labor Standards Act, including but not limited to claims for discriminationthe Employee Retirement Income Security Act, harassmentthe National Labor Relations 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 Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act, the Rehabilitation Act of 1967 (as amended) (the “ADEA”)1973, the federal Americans with Disabilities Act, the Family and Medical Leave Act (“FMLA”)Act, the California Labor Code (as amended)Pregnancy Disability Act, the Equal Pay Act, and the California Fair Employment Colorado Civil Rights Act, excepting only retirement benefits described herein, COBRA rights, unemployment compensation and Housing Act (worker's compensation. Employee warrants that he has not assigned or transferred any right or claim described in this general release. Employee expressly assumes all risk that the facts and law concerning this general release may be other than as amended)presently known to Employee, and acknowledges that, in signing this general release, Employee is not relying on any information provided by Releasees or upon Releasees to provide information not known to Employee. Employee acknowledges that he has been advised to consult an attorney regarding this release. This release shall be governed by and construed in accordance with the laws of Colorado. In the event of any dispute under this release, the prevailing party shall be entitled to recover all costs and reasonable attorneys' fees incurred in connection therewith.
Appears in 1 contract
General Release. In exchange consideration for the Retention Compensation and post-closing employment extended to Employee hereunder, which consideration is in excess of anything of value to which Employee 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 Employee, on behalf of herself and her heirs, estates, executors, administrators, successors and assigns, does hereby generally irrevocably and completely unconditionally release, acquit and forever discharge the Company ENB Entities, the ▇▇▇▇▇ Bank Entities, all of their subsidiaries, affiliates and its parent, subsidiary, 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 Employee's employment with the ▇▇▇▇▇ Bank Entities 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 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 salaryany claim for severance compensation and benefits for which Employee may have been eligible pursuant to the Acquisition Agreement and related transaction documents and agreements. This General Release includes all claims, bonuseswithout limitation, commissionsfor discrimination, other incentive compensationwrongful discharge, 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 Employment Act, as amended, Older Workers Benefit Protection Act, National Labor Relations Act, Fair Labor Standards Act, Federal Equal Pay Act, Immigration Reform and Control Act, Uniformed Services Employment 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, any claim under Maryland law, including Title 20 of public policy; and (e) all federal, statethe State Government Article of the Maryland Annotated Code, and any other state or local statutory claimsplant closing laws, including but not limited to claims for discriminationfair employment practices acts, harassmentwage payment and collection laws, retaliationminimum wage acts, attorneys’ feesequal pay acts, penalties, or and 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, EMPLOYEE AGREES TO GIVE UP, OR WAIVE, ANY RIGHTS OR CLAIMS EMPLOYEE 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 ▇▇▇▇▇ BANK ENTITIES AND/OR ENB ENTITIES WHICH OCCURRED UP THROUGH THE DATE EMPLOYEE SIGNS THIS AGREEMENT. This General Release excludes, and Employee 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 Employee agrees that Employee shall not seek, accept or be entitled to any monetary relief, whether for Employee individually or as a member of 1990 a class or group arising from any such charge, complaint or investigation pursued by Employee or on Employee’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. Employee acknowledges that Employee has been fully compensated for all hours worked during Employee’s employment with the ▇▇▇▇▇ Bank Entities, 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 1 contract
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 consideration for receiving the consideration to be provided to me under severance payments and benefits described in Section [3(e)]/[8] of the Employment Agreement that I am not otherwise entitled to receive, I hereby generally by and completely release, acquit between you and forever discharge the Company and its parent, subsidiaryeffective as of [DATE] (the “Employment Agreement”), and affiliated entitiesfor other good and valuable consideration, the sufficiency of which you hereby acknowledge, you hereby waive and investorsrelease to the maximum extent permitted by applicable law any and all claims or causes of action, along with whether or not now known, against the Company and/or its respective predecessors, successors, past or present and their predecessors and successors and their related entities (collectively, including the Company, the “Entities”) and/or the Entities’ respective directorspast or present stockholders, members, officers, employeesdirectors, shareholders, stockholdersinsurers, partners, agentsmanagers, attorneys, insurers, affiliates employees and assigns employee benefit plans (collectivelycollectively with the Entities, the “Released Parties”), of and from with respect to 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 the termination of that employment; (bemployment relationship other than claims and rights for any accrued compensation and benefits provided for in Section 3(d) all of the Employment Agreement and the severance payments and benefits. 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; 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 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 (as amended) (the “ADEA”)1967, the federal Family Americans with Disabilities Act, or any other federal, state, or local law prohibiting discrimination and/or harassment; and Medical Leave Act (“FMLA”)claims under the New York State Human Rights Law, the California Labor Code (as amended)New York Equal Rights Law, and the New York Whistleblower Protection Law, the New York Family Leave Law, the New York Equal Pay Law, the New York City Human Rights Law, the California Fair Employment and Housing Act Act, claims under the California Labor Code, the California Business and Professions Code, and all other laws and regulations relating to employment, any applicable laws of the State of California, the State of New Jersey, the State of New York, and the State of Massachusetts, and all other laws and regulations. You covenant not to ▇▇▇ 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 with respect to matters related to the Company, except as required by law. Your release covers only those claims that arose prior to the execution of this Release. Execution of this Release does not bar any claim for breach of this Release. Additionally, nothing in this Release precludes you from participating in any investigation or proceeding before any federal or state agency or governmental body. However, while you may file a charge and participate in any such proceeding, by signing this Release, you waive any right to bring a lawsuit against the Released Parties with respect to matters related to the Company, and waive any right to any individual monetary recovery in any such proceeding or lawsuit; provided, however, nothing in this Release is intended to impede your ability to report securities law violations to the Securities and Exchange Commission under the ▇▇▇▇-▇▇▇▇▇ Act, or to receive a monetary award from a government administered whistleblower-award program. Nothing in this Release 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 the legislature. Notwithstanding the foregoing, the waiver and release contained in this Release does not apply to (i) any current or future rights or claims for indemnification you may have pursuant to the Indemnification Agreement entered into between you and the Company effective [DATE] (the “Indemnification Agreement”), or your indemnification rights under any insurance policy in place and the Company’s internal governing documents; (ii) any vested benefits under an employee benefit plan sponsored by the Company to which you are legally entitled; (iii) any claims to enforce your rights under this Release or the surviving provisions of the Employment Agreement; (iv) the right to share in any claim with respect to being a stockholder of the Company; provided that any such recover is predicated on you not individually bringing any claim or cause of action or actively participating in, or assisting in any way, with respect to any stockholder initiated cause of action; or (v) 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 Release 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
Sources: Executive Employment Agreement (Ani 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, 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 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: Consulting Agreement (Silicon Storage Technology Inc)
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 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. In exchange return for the consideration special compensation and benefits referenced in this Supplemental Release, 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 (collectivelySupplemental Release, 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 Supplemental Release 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 Supplemental Release. 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 (as amended)conditions of the applicable plan and award agreements and documents.
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 not otherwise entitled to receive(a) On behalf of myself, my heirs, executors, successors and assigns, I hereby generally irrevocably and completely unconditionally release, acquit waive and forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company and its parentGroup (as defined below), subsidiaryor any member of the Company Group, and affiliated entitiestheir present and former agents, and investors, along with its and their predecessors and successors and their respective directorsemployees, officers, employeesdirectors, shareholdersattorneys, stockholders, partnersplan fiduciaries, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “Released PartiesReleasees”), of and from any and all claims, liabilities demands, actions, causes of action, costs, fees and obligationsall liability whatsoever, both whether known and or unknown, that arise from fixed or are in any way related to eventscontingent, actssuspected or unsuspected (collectively, conduct“Claims”), which I had, have, or omissions occurring at any time prior may have against Releasees relating to or arising out of my employment by or separation from the Company and its direct and indirect subsidiaries and parents (collectively, the “Company Group”), up to and including the date that I sign of execution of this Release, other than my right to receive the Severance Payment and other benefits and consideration described in the Letter Agreement. This Release (collectivelyincludes, the “Released Claims”). The Released Claims include, but are not limited towithout limitation: (ai) 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 at law or equity interests or sounding in the Company; contract (cexpress or implied) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claimsor tort, including but not limited to claims for fraudunder the Employment Agreement; (ii) claims arising under any federal, defamationstate or local laws of any jurisdiction that prohibit age, emotional distresssex, race, national origin, color, disability, religion, veteran or military status, sexual orientation or any other form of discrimination, harassment or retaliation (including, without limitation, the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1991, the Rehabilitation Act, the Family and Medical Leave Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the ▇▇▇▇▇ Civil Rights Act, or any other federal, state or local laws, regulations and ordinances governing discrimination, harassment or retaliation in employment; and the right to bring demands, complaints, causes of action, and discharge in violation of public policy; and (e) all claims under any other federal, state, and local statutory claimsor common law, including but not limited to claims for discriminationstatute, harassment, retaliation, attorneys’ fees, penalties, regulation or other decision); (iii) claims arising under the federal Civil Rights Act Employee Retirement Income Security Act; or (iv) any other statutory or common law claims related to my employment with the Company or my separation from the Company. I further covenant not to sue any of 1964 the Releasees with respect to any matters released hereby.
(b) This Release does not include a release of any rights and claims to any benefits to which I might be entitled under the terms of any employee benefit plan maintained by the Company, or any member of the Company Group, in which I am a participant. This release also does not include a release or waiver of any rights or claims I have, or might subsequently have (i) under the Indemnity Agreement between Orthofix International, N.V. and me or (ii) in my capacity as amended)a stockholder of Orthofix International N.V. In addition, this Release shall not release the Company from its continuing obligation to honor the terms of the Employment Agreement and the Letter Agreement. However, this Release shall remain in full force and effect regardless of any claim by me that the Company failed to honor the terms of the Employment Agreement or the Letter Agreement. In the event of any such dispute, my sole remedy against the Company shall be to enforce the terms of the Employment Agreement and the Letter Agreement. I am also not waiving, and nothing in this Release is intended to waive, any right to coverage under any directors and officers insurance coverage, if any, or any employed lawyers insurance coverage provided by the Company, the federal Americans Company Group, or any member of the Company Group, to which I might be entitled. I am also not waiving, and nothing in this Release is intended to waive any claims I may have for unemployment insurance or workers’ compensation benefits, state disability compensation, claims for any vested benefits under any Company-sponsored benefit plan, or any claims that, as a matter of law, may not be released by private agreement. I am also not waiving, and nothing in this Release is intended to waive, any claims relating to the validity or enforceability of this Release; or any non-waivable right to file a charge with Disabilities Act of 1990 (as amended), the federal Age Discrimination in United States Equal Employment Act of 1967 (as amended) Opportunity Commission (the “ADEAEEOC”) or the National Labor Relations Board (“NLRB”); provided, however, that I shall not be entitled to recover any monetary damages or to non-monetary relief if the EEOC or NLRB were to pursue any claims relating to my employment with the Company. EXCEPT AS OUTLINED ABOVE, THIS MEANS THAT, BY SIGNING THIS AGREEMENT, I WILL WAIVE ANY RIGHT I MAY HAVE HAD TO PURSUE OR BRING A LAWSUIT OR MAKE ANY LEGAL CLAIM AGAINST THE COMPANY OR THE RELEASEES THAT IN ANY WAY ARISES FROM OR RELATES TO MY EMPLOYMENT OR THE TERMINATION OF THAT EMPLOYMENT, UP TO AND INCLUDING THE DATE OF THE EXECUTION OF THIS AGREEMENT.
(c) I acknowledge that different or additional facts may be discovered in addition to what I now know or believe to be true with respect to the matters herein released, and I agree that this Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any such different or additional facts. I represent and warrant that I have not previously filed or joined in any claims against the Company or any of the Releasees, that I have not given or sold any portion of any claims released herein to anyone else, and that I will indemnify and hold harmless the Releasees from all liabilities, claims, demands, costs, expenses and/or attorneys' fees incurred as a result of any such assignment or transfer.
(d) I acknowledge that I have been given an opportunity of twenty-one (21) days to consider this Release, but I may voluntarily waive that period by signing it earlier, and I acknowledge that I am being advised herein to consult with legal counsel of my own choosing prior to executing this Release. I understand that for a period ending at the end of the seventh calendar day following my execution of this Release (“Revocation Period”), I shall have the federal Family right to revoke this Release by delivering a written notice of revocation to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Orthofix Inc., Chief Financial Officer, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ 02199 no later than the end of the seventh calendar day after I sign this Agreement. I understand and Medical Leave Act (“FMLA”)agree that this Release will not be effective and enforceable until after the Revocation Period expires without revocation, the California Labor Code (as amended)and if I elect to exercise this revocation right, this Release shall be voided in its entirety, and the California Fair Company shall be relieved of all obligations under this Release and certain or all obligations under the Employment Agreement and Housing Act the Letter Agreement as provided respectively therein. This Release shall be effective on the eighth calendar day after it is executed by me (“Effective Date”) provided it has not been previously revoked as amended)provided herein.
Appears in 1 contract
General Release. In exchange for the good and valuable consideration to be provided to me under the Employment you by this Agreement that I am you are not otherwise entitled to receivereceive and the sufficiency of which is hereby acknowledged, I subject to the exceptions set forth in Paragraph 14 below, 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 or at the date time that I you sign this Release Agreement (collectively, the “Released Claims”). The Except as set forth in this Agreement, 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, Company or the termination of that employment; (bii) 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, Equity Awards or any other ownership or equity 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) 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 Massachusetts Fair Employment and Housing Practice Act (as amended). The Released Claims does not include any claims relating to (i) your vested benefits under any Company benefit plan, the Equity Plan or your Equity Awards; (ii) any right to a payment or benefit under this Agreement; (iii) your right to enforce this Agreement; or (iv) any claims subject to the exceptions set forth in Paragraph 14 below.
Appears in 1 contract
Sources: Separation and Consulting Agreement (Amag Pharmaceuticals Inc.)
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 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 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 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 receiving the consideration benefits set forth herein, 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/or its respective predecessors, successors, past, present or future subsidiaries, parent companies, affiliated companies, investors and its parent, subsidiary, and affiliated related entities, and investorsas well as TriNet (collectively, along with its and their predecessors and successors and their including the Company, the “Entities”) and/or the Entities’ respective directorspast, present or future insurers, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneys, insurersemployees, affiliates consultants, 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 employmentemployment relationship, except to the extent specifically provided in this Section 8. This waiver and release includes, without limitation, claims under the Employee Retirement Income Security Act (“ERISA”); (b) WARN Act claims, claims for attorneys’ fees or costs; any and 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, for stock, stock options, restricted stock units or any other ownership or equity interests securities of the Company not otherwise described in the Companythis Agreement; (c) all penalties; claims; wage and hour claims; statutory claims; tort claims; contract claims; 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) discrimination, harassment and retaliation claims; and all tort claimsother claims under applicable federal, including but state and local laws, ordinances and regulations. You covenant not limited to ▇▇▇ the Released Parties for any of the claims for fraudreleased above, defamationagree not to participate in any class, emotional distresscollective, representative, or group action that may include any of the claims released above, and discharge 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 violation any litigation or investigation by other persons or entities against the 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 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 public policy; and (e) all federalthe Company to make any such reports or disclosures or to participate or cooperate in any governmental investigation, stateaction or proceeding, and local statutory claimsyou are not required to notify the Company that you have made such reports and disclosures or have participated or cooperated in any governmental investigation, including but not limited action or proceeding. Nothing in this Agreement waives your right to claims for discriminationtestify or prohibits you from testifying in an administrative, harassment, retaliation, attorneys’ fees, penaltieslegislative, or other 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 the California state legislature. Nothing in this Agreement waives your right to pursue indemnification relief, rights and/or remedies arising out of or related to currently pending litigation. This waiver and release covers only those claims arising that arose prior to your execution of this Agreement. The waiver and release does not apply to any claim which, as a matter of law, cannot be released by private agreement or to any rights you have under the federal Civil Rights Act Indemnification Agreement or under any directors and officers liability insurance policy. If any provision of 1964 (as amended)the waiver and release is found to be unenforceable, it shall not affect the federal Americans with Disabilities Act enforceability of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (remaining provisions and all remaining provisions shall be enforceable to 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)fullest extent permitted by law.
Appears in 1 contract
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 consideration of the Company’s obligations under this Agreement and for other valuable consideration, subject to the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivelimitations set out in subpart (b) of this Paragraph 2, I hereby generally unconditionally and completely release, acquit and forever discharge irrevocably release the Company and its parent, subsidiaryCompany, and affiliated entitiesall of its past and present officers, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholdersagents, stockholdersrepresentatives, partners, agentsassigns, attorneys, insurers, predecessors, benefit plans, the benefit plans’ sponsors, fiduciaries, administrators, affiliates and assigns agents, and any other persons acting by, through, under or in concert with any of the persons or entities listed in this Paragraph (collectively, hereinafter the “Released Parties”), of and ) from any and all known or unknown claims, liabilities and obligationscharges, both known and unknownpromises, that arise from or are in any way related to events, acts, conductactions, or omissions occurring at any time prior to and including the date similar rights that I sign this Release presently may have (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, those relating in any way to claims my employment, or to my separation from employment with the Company as described in Paragraph 1 above, except for fraudthe payment(s) or benefits described in Paragraph 5 (excluding Paragraph 5(a), defamation, emotional distress, and discharge in violation which shall be paid regardless of public policy; and (ewhether or not I sign this Agreement) all federal, state, and local statutory below. This includes a release of any rights or claims, including but not limited to claims for discriminationif any, harassment, retaliation, attorneys’ fees, penalties, or other claims arising that I may have under Title VII of the federal Civil Rights Act of 1964 (1964, as amended)amended by the Civil Rights Act of 1991, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the federal Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991, which requires equality in contractual relations without regard to race or national origin; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans with Disabilities Act of 1990 (1990, as amended), which prohibits discrimination against qualified individuals with disabilities; the federal Age Discrimination in Employment Rehabilitation Act of 1967 1973, which prohibits discrimination against the handicapped; the Employee Retirement Income Security Act; the Fair Labor Standards Act; Uniformed Services Employment and Reemployment Rights Act of 1994 (as amended) (USERRA); the “ADEA”), the federal Family and Medical Leave Act (“FMLA”)Act; Executive Order 11246; the Genetic Information Nondiscrimination Act; the Federal Employers’ Liability Act; the Sarbanes-▇▇▇▇▇ ▇▇▇; ▇▇e Dodd-Fra▇▇ ▇a▇▇ ▇▇▇▇▇▇ Reform and Consumer Protection Act; or any other federal, state or local laws or regulations prohibiting employment discrimination. This also includes a release of any rights or claims I may have under the California Labor Code (as amended)Worker Adjustment and Retraining Notification Act, its equivalent under state law, or any similar law that requires, among other things, that advance notice be given of certain workforce reductions. This also includes a release of any rights or claims I may have for wrongful discharge; breach of contract, whether express or implied; termination of employment in violation of any public policy; any other tort or contract claim; any claim for labor protection, whether under conditions imposed by the Surface Transportation Board, its predecessor, or any labor agreement; any claim under any workers’ compensation law or any other claim for personal injury; and the California Fair Employment and Housing Act (as amended)any other claim for relief of any nature.
Appears in 1 contract
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
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 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 the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveEmployee, I on behalf of herself and her personal representatives, agents, heirs, and assigns, hereby generally releases and completely releaseagrees not to sue the Company, acquit and forever discharge the Company and its parentdirect or indirect parent and subsidiary corporations, subsidiarydivisions and affiliated corporations, and partnerships or other affiliated entities, past and investorspresent, along with its as well as their past and their predecessors and successors and their respective directorspresent employees, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneyscontractors, heirs, successors, insurers, affiliates attorneys, and assigns (collectively, the “Released Parties”), of and from for any and all claims, liabilities and obligations, both known and unknown, that arise from or are related in any way related to eventsthe transactions or occurrences between them to date, actsto the fullest extent permitted by law, conductincluding, or omissions occurring at any time prior to but not limited to, Employee’s employment with the Company and including the date that I sign this Release termination of Employee’s employment (collectively, the “Released ClaimsGeneral Release”). The Released Claims includeGeneral Release is intended to have the broadest possible application and includes, but are is not limited to: (a) all claims arising out of or in , any way related to my employment with the Companytort, 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 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, or other claims arising under the federal Title VII of the Civil Rights Act of 1964 (1964, as amended), Employee Retirement Income Security Act of 1974, the federal 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 Family and Medical Leave Act (“FMLA”)Act, the California Texas Constitution, Chapters 21 and 451 of the Texas Labor Code (as amended)Code, and the California Fair Employment and Housing Act, the California Family Rights Act, the California Investigative Consumer Reporting Agencies Act, the California Labor Code, the California Business & Professions Code and the California Constitution, all wage claims, wrongful termination claims, discrimination claims, harassment claims, retaliation claims, and any and all claims arising under any federal, state, local or other governmental statute, law, regulation or ordinance, and all claims for attorney’s 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. This Agreement expressly releases claims under the False Claims Act to the fullest extent permitted by law. To the extent that a court of competent jurisdiction were to conclude that pre-filing releases of claims under the False Claims Act are not enforceable absent government knowledge of the alleged claims, the Parties agree that Employee will be permitted to participate in any legal proceedings under the False Claims Act. But, Employee specifically waives any rights she may have to receive any monetary award from such proceedings. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH 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.” EMPLOYEE, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS EMPLOYEE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. Employee agrees that the release set forth in this section shall be and remains in effect in all respects as a complete general release as to the matters released. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation and any right to receive an award for information provided thereunder, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission (the “EEOC”), or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company for discrimination (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Released Party for any alleged discriminatory treatment), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims for indemnity under the bylaws of the Company, as amended)provided for by California or Delaware law or under any applicable insurance policy or pursuant to the Indemnification Agreement with respect to Employee’s liability as an employee, director or officer of the Company, and any claims to any benefit entitlements vested as of the Separation Date pursuant to written terms of any employee benefit plan of the Company or its affiliates and Employee’s right under applicable law.
Appears in 1 contract
General Release. In exchange for the consideration Severance Benefits and the Deemed Service with respect to be provided to me under the Employment Agreement Prior Equity Awards that I am you are not otherwise entitled to receive, I 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 at the date time that I you sign this Release Agreement (collectively, the “Released Claims”). The This 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 claims related to my your 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 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).
Appears in 1 contract
Sources: Employment Resignation and Transition Agreement (Leapfrog Enterprises 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 Company, and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and and, in their respective capacity in such roles, its directors, officers, members, managers, 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 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 employment with or services for the CompanyCompany or its affiliates, or the termination of that employmentmy employment or services; (b) all claims related to my compensation or benefits from the CompanyCompany or its affiliates, 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 CompanyCompany or its affiliates; (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), and the California Labor Code.
Appears in 1 contract
General Release. In exchange For and in consideration for the Retirement Benefit, and other good and valuable consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivesufficiency and receipt of which is hereby acknowledged, I on behalf of Employee and Employee’s heirs, family members, executors, administrators, successors and assigns, Employee hereby generally and completely release, acquit fully and forever discharge releases and discharges the Company (which for purposes of such waiver, release and discharge is deemed to include its parentpresent and former parents, subsidiarysubsidiaries and affiliates and their respective past present and future officers, directors, employees, agents, investors, shareholders, administrators, representatives, divisions, partners, employee benefit plans or funds and the fiduciaries thereof, and affiliated entities, and investors, along with its and their the predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and each from any and all liability for any claim, duty, debt, obligation, cause of action or damages (collectively "claims"), liabilities and obligations, both whether presently known and or unknown, suspected or unsuspected, that arise Employee may possess arising from any omission, act or are in any way related to events, acts, conduct, or omissions occurring at any time prior fact that has occurred up to and including the date that I sign Employee signs this Release (collectively, the “Released Claims”)Agreement. The Released Claims Such released claims include, but are not limited to: :
(a) all any claims arising out of or in any way related to my employment with the Companyfor wages, or the termination of that employment; (b) all claims related to my compensation or benefits from the Companyseparation pay, including salaryseverance pay, bonuses, commissions, other incentive compensationaccrued vacation, vacation pay and the redemption thereofpersonal days, expense reimbursementsholidays, fringe benefits, stock, unvested stock options, automobile lease payments, attorneys fees, costs or expenses exclusive of fourth quarter 2012 incentives and customary business/travel expenses incurred prior to the date Employee signs this Agreement;
(b) any other ownership claims arising out of Employee’s employment with the Company or equity interests in the Company; termination thereof;
(c) any claims arising under the common law including, without limitation, all claims for breach of contractpursuant to public policy, wrongful termination, and breach of tort law or the implied covenant of good faith and fair dealing; ;
(d) all tort claimsclaims arising under any agreement, including but not limited to claims for fraudcontract (express or implied), defamation, emotional distress, understanding or promise (whether oral or written) between Employee and discharge in violation of public policy; and the Company;
(e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other any claims arising under any federal, state or local constitution, statute, regulation or ordinance to the federal extent such claims may be validly waived, including, without limitation, 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 (1967, as amended) (the “ADEA”), the federal Americans with Disabilities Act of 1990, the Equal Pay Act, as amended, the Family and Medical Leave Act of 1993, as amended; the Worker Adjustment and Retraining Notification Act; and/or any state equivalence of these identified federal statutes including claims under the CAL. GOV’T CODE §§ 12926, 12940, and 12949 (“FMLA”prohibiting discrimination based on race, religious creed, color, national origin, ancestry, physical disability (including HIV/AIDS), the California Labor Code mental disability, medical condition (as amendedcancer and genetic characteristics), marital status (including domestic partnership), sex (including gender, pregnancy, childbirth or related medical conditions), age (40+), sexual orientation, and gender identity); and
(f) any claim for any other loss or damage, including any expectation, anticipation, right or claim to incentive compensation (exclusive of fourth quarter 2012 incentives) under any Company incentive compensation plan; but excluding payment of regular base salary through the Retirement Date and accrued vacation as referenced in paragraph 1, the Retirement Benefit, rights under COBRA, rights to the vested portion of any 401(k) or other retirement plan, any other rights or claims that arise after the execution of this Agreement, and
(g) any rights or remedies you would otherwise be entitled to seek with an administrative agency is not included herein, and
(h) It is understood and agreed that this is a full and final release covering all unknown, undisclosed and unanticipated losses, wrongs, injuries, debts, claims or damages to the Employee which may have arisen, or may arise from any act or omission prior to the date of execution of this Release arising out of or related, directly or indirectly, to those matters described in paragraph 2 above, as well as those losses, wrongs, injuries, debts, claims or damages not known or disclosed which have arisen, or may arise as a result of those matters described in paragraph 2. It is further understood and agreed that all rights under Section 1542 of the Civil Code of California Fair Employment are hereby expressly waived by Employee. Said section reads 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 this Release, which if known by him[her] must have materially affected his[her] settlement with debtor. Notwithstanding the provisions of Section 1542, and Housing Act (for the purpose of implementing a full and complete release and discharge of the other party, each party expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims which such party does not know or suspect to exist in its or her favor at the time of execution hereof, and that the settlement agreed upon contemplates the extinguishment of any such claim or claims. This Agreement shall be and remain in effect as amended)a full and complete general release notwithstanding the discovery or existence of any additional or different facts.
Appears in 1 contract
Sources: Retirement Agreement (Volt Information Sciences, Inc.)
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. (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. 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.)