General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated , (the “Agreement”), (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws.
Appears in 11 contracts
Sources: Employment Agreement (Immunogen Inc), Change in Control Severance Agreement (Immunogen Inc), Change in Control Severance Agreement (Immunogen Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance AgreementExecutive, dated , (the “Agreement”), (the “Executive”), with the intention of binding the for Executive and the for Executive’s heirs, executors, administrators administrators, successors and assigns (referred to collectively as “Releasors”) hereby irrevocably and unconditionally, and knowingly and voluntarily, waives, terminates, cancels, releases and discharges forever the Company, and its subsidiaries, affiliates and related entities, and any and all of their respective predecessors, successors, assigns and employee benefit plans, and, in such capacities, each of their respective owners, assigns, does hereby releaseagents, remisedirectors, acquit general and forever discharge ImmunoGenlimited partners, Inc. (the “Company”) shareholders, directors, officers, employees, attorneys, trustees, fiduciaries, administrators, agents or representatives, and any of their predecessors and successors and each of its subsidiaries and affiliates (the “Company Affiliated Group”)their estates, their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors heirs and assigns of each of the foregoing (collectively, the “Company Released PartiesReleasees”), of and ) from any and all charges, allegations, complaints, claims, actionsliabilities, obligations, promises, agreements, causes of action, complaints, charges, demands, rights, damagescosts, debtslosses, sums debts and expenses of moneyany nature whatsoever, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or the Executive, individually or as a member of a classReleasors ever had, now hashave, owns or holdsmay have, or has at any time heretofore hadhereafter can, owned will or heldmay have (either directly, against any Company Released Party indirectly, derivatively or in any other representative capacity) by reason of any matter, fact or cause whatsoever against the Company or any of the other Company Releasees: from the beginning of time to the date upon which Executive signs this Release arising out of, or relating to, Executive’s employment with the Company and/or the termination of Executive’s employment. This Release includes, without limitation, all claims for attorneys’ fees and punitive or consequential damages and all claims arising under any federal, state and/or local labor, employment, whistleblower and/or anti-discrimination laws and/or regulations, including, without limitation, any and all claims (i) arising out of or the Age Discrimination in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Employment Act of 1974 1967 (“ERISAADEA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”)1964, the Age Discrimination in Employment Act (“ADEA”)Employee Retirement Income Security Act, the Americans with Disabilities Act (“ADA”)Act, Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Civil Rights Act of 1991, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment Practices and Re-Employment Act, the Rehabilitation Act of 1973, Executive Order 11246, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, the Worker Adjustment Retraining and Notification Act and the Family Medical Leave Act, and any and similar state or federal statute, including all claims amendments to any of the aforementioned acts or under any whistleblower laws common law or whistleblower provisions equitable theory including, but not limited to, tort, breach of contract, fraud, fraudulent inducement, promissory estoppel or defamation, and violations of any other federal, state, or municipal fair employment statutes or laws, including, without limitation, violations of any other law, rule, regulation, or ordinance pertaining to employment, wages, compensation, hours worked, or any other matters related in any way to the foregoing; provided, however, that nothing in this Release shall release or impair any rights that cannot be waived under applicable law.
Appears in 6 contracts
Sources: Employment Agreement (RedBall Acquisition Corp.), Employment Agreement (RedBall Acquisition Corp.), Employment Agreement (RedBall Acquisition Corp.)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of November 1, 2015, to which ▇▇▇▇▇▇▇▇▇ Farms, Inc. (the “AgreementCompany”)) and ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Executive under this Waiver and Release of Claims and the Employment Agreement, including, but not limited to, the Massachusetts Fair Executive’s rights to payments under Section 3 of the Employment Practices ActAgreement;
(b) rights of the Executive relating to equity and equity compensatory awards, of Holdings and/or the Company held by the Executive as of his date of termination;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and any and all the Employment Agreement;
(d) rights to indemnification the Executive may have under the by-laws or certificate of incorporation of the Company;
(e) claims for benefits under any whistleblower laws health, disability, retirement, deferred compensation, life insurance or whistleblower provisions other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group; and
(f) claims for the reimbursement of un-reimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 2 contracts
Sources: Employment Agreement (Sanderson Farms Inc), Employment Agreement (Sanderson Farms Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance provided for by this Agreement, dated Employee, (the “Agreement”)on behalf of Employee and Employee’s agents, (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators successors and assigns, does hereby release, remise, acquit finally and unconditionally releases and forever discharge ImmunoGendischarges Employer, Inc. (the “Company”) and each any and all of its subsidiaries parents, subsidiaries, affiliates and affiliates (the “Company Affiliated Group”)other related companies, as well as any and all of their past, present and former future officers, directors, executives, agents, attorneysemployees, employees partners, shareholders, benefit plans, benefit plan fiduciaries, predecessors, successors and employee benefits plans (assigns, separately and the fiduciaries thereof)collectively, and the successors, predecessors and assigns of each of the foregoing them (collectivelytogether, the “Company Released Parties”), of and from any and all claims, actionsincluding any common law claims, debts, liabilities, demands, damages, wages, charges, promises, acts, agreements, costs and expenses (including any claim for attorneys’ fees), actions and causes of action, complaints, charges, demands, or any claim for violation of civil rights, damages, debts, sums or of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind any other state or nature in law, equity federal statutes (or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacityconstitution), including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service but not limited to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”)race, any color, sex, national origin, ancestry, religion, age, disability, marital status, sexual orientation, genetic information and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Genetic Information Nondiscrimination Act (“ADA▇▇▇▇”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act (“FMLA”), the wage and hour, wage payment and fair employment practices laws and statutes of the state or states in which Employee has provided services to the Employer, and/or any other federal, state or local law, regulation or other requirement (each as amended from time to time), whether known or unknown, suspected or unsuspected, fixed or contingent, apparent or concealed (collectively referred to as “claims”), including, but not limited to, claims which arise out of or are in any way connected with Employee’s employment with Employer, or Employee’s relationship with Employer, or the termination of said relationship, or any claims which may be asserted on Employee’s behalf by any state or federal government agency including but not limited to the ADA, the ADEA, the Immigration Reform and Control Act, the Massachusetts Fair Employment Practices Occupational Safety and Health Act, as amended, and the Equal Pay Act. This release does not pertain to any and all claims under claim or right which is not otherwise waivable pursuant to statute or law. Nothing contained in this Agreement shall be construed to prohibit Employee from filing a charge with or participating in any whistleblower laws investigation or whistleblower provisions proceeding conducted by the federal Equal Employment Opportunity Commission or any comparable state or local government agency or from filing an action to enforce the terms of other lawsthis Agreement.
Appears in 2 contracts
Sources: Confidential Separation Agreement, Confidential Separation Agreement (Skyline Champion Corp)
General Release. (a) In consideration of for the payments and benefits right to be made under that certain Change receive the Separation Benefits in Control Severance Agreement, dated , (the “Agreement”), (the “Executive”), accordance with the intention terms of binding this Agreement and the mutual promises contained herein, the sufficiency of which the Executive hereby acknowledges, the Executive (on behalf of himself and the Executive’s his heirs, administrators, representatives, executors, administrators successors and assigns) hereby knowingly and voluntarily releases, waives and discharges, to the fullest extent permitted by law, the Company and its predecessors, successors and assigns, does hereby releaseits and their respective direct or indirect parents, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”including, without limitation, Steel Partners Holdings L.P., Steel Partners Ltd. and Steel Connect, Inc.), and, with respect to each and all of the foregoing entities (including the Company), all of its and their respective present and former officers, directors, executivesemployees, agents, attorneys, employees members, owners, shareholders, partners, members, representatives, trustees, employee benefit plans and employee benefits administrators or fiduciaries of such plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each all of the foregoing (collectivelyforegoing, including the Company, collectively referred to as “Company Released Parties”), each individually and in their representative capacities, of and from any and all claims, actions, causes of actionagreements, complaints, charges, demands, rightsclaims, damages, debtsexpenses (including attorney’s fees and costs), sums of moneyjudgments, accountsliabilities, financial losses, obligations, suitsrights or suits of any kind whatsoever, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, in any jurisdiction, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected claimed, specifically mentioned herein or not, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore Executive had, owned has or held, may have against any Company Released Party in any capacity, including, without limitation, any each and all claims of the Released Parties by reason of any actual or alleged act, event, occurrence, omission, practice or other matter whatsoever from the beginning of time up to and including the date that the Executive signs this Agreement (i) collectively, “Claims”), including but not limited to Claims arising out of or in any way connected with relating to: • the Executive’s service to any member of employment with the Company Affiliated Group (and/or its predecessors, successors and assigns, and its and their respective direct or the predecessors thereof) in any capacityindirect parents, or subsidiaries and affiliates, the termination of such service employment, the Employment Agreement, any compensation or benefits of any kind in any connection with such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practicesany Severance Payment, Medical Benefit, Cash LTIP, Equity Awards, each as defined in the Employment Agreement, or any payments under any Short Term Incentive Plan or Long Term Incentive Plan), and the Unit; • any and all claims based common law, public policy, company policy, contract (whether oral or written, express or implied) or tort law having any bearing whatsoever on the Employee Retirement Income Security Act of 1974 (“ERISA”), any terms and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII conditions of the Civil Rights Act of 1964 (“Title VII”)Executive’s employment, the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws.including without limitation Claims relating to wrongful termination; and
Appears in 2 contracts
Sources: Separation and General Release Agreement (Steel Partners Holdings L.P.), Separation and General Release Agreement (Steel Connect, Inc.)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of November 1, 2015, to which ▇▇▇▇▇▇▇▇▇ Farms, Inc. (the “AgreementCompany”), ) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Executive under this Waiver and Release of Claims and the Employment Agreement, including, but not limited to, the Massachusetts Fair Executive’s rights to payments under Section 3 of the Employment Practices ActAgreement;
(b) rights of the Executive relating to equity and equity compensatory awards, of Holdings and/or the Company held by the Executive as of his date of termination;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and any and all the Employment Agreement;
(d) rights to indemnification the Executive may have under the by-laws or certificate of incorporation of the Company;
(e) claims for benefits under any whistleblower laws health, disability, retirement, deferred compensation, life insurance or whistleblower provisions other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group; and
(f) claims for the reimbursement of un-reimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 2 contracts
Sources: Employment Agreement (Sanderson Farms Inc), Employment Agreement (Sanderson Farms Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of September 15, 2009, to which ▇▇▇▇▇▇▇▇▇ Farms, Inc. (the “AgreementCompany”), ) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Executive under this Waiver and Release of Claims and the Employment Agreement, including, but not limited to, the Massachusetts Fair Executive’s rights to payments under Section 3 of the Employment Practices ActAgreement;
(b) rights of the Executive relating to equity and equity compensatory awards, of Holdings and/or the Company held by the Executive as of his date of termination;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and any and all the Employment Agreement;
(d) rights to indemnification the Executive may have under the by-laws or certificate of incorporation of the Company;
(e) claims for benefits under any whistleblower laws health, disability, retirement, deferred compensation, life insurance or whistleblower provisions other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group; and
(f) claims for the reimbursement of un-reimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of June 16, 2017, to which Cloud Peak Energy Inc. (the “AgreementCompany”), ) and ▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof)employees, and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service to employment by any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), and any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Executive under this Waiver and Release of Claims and the Employment Agreement, including, but not limited to, the Massachusetts Fair Executive’s rights to payments under Section 3 of the Employment Practices Act, Agreement;
(b) rights of the Executive relating to equity and any equity compensatory awards of the Company held by the Executive as of her date of termination and all rights under the Company’s equity incentive plans;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and the Employment Agreement;
(d) rights to indemnification the Executive may have under the by-laws or certificate of incorporation of the Company or otherwise;
(e) claims for benefits under any whistleblower laws health, disability, retirement, deferred compensation, life insurance or whistleblower provisions other employee benefit plan or arrangement of other lawsthe Company Affiliated Group or any thereof; and
(f) claims for the reimbursement of un-reimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated April 23, 2018 (the “Agreement”), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their present and former officers, directors, executives, agents, insurers, attorneys, employees employees, and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors predecessors, and assigns of each of the foregoing (collectivelycollectively with the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, rights in or for equity based awards, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Payment of Wages Law, An Act Relative to Domestic Violence, and any and all claims under any whistleblower laws or whistleblower provisions of other laws.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Immunogen Inc)
General Release. In consideration of of, among other things, the payments and benefits to be made under that certain Change in Control Severance Agreement, dated , (the “Agreement”), (the “Executive”), with the intention of binding the Executive and the ExecutiveAgent’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each Lender’s execution and delivery of this Amendment, the Borrower and each other Loan Party, on behalf of itself and its subsidiaries and affiliates (the “Company Affiliated Group”)agents, their present and former representatives, officers, directors, executivesadvisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether arising at law or in equity (collectively, the “Claims”), against the Agent and any Lender in any capacity and their affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, employees advisors and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns other representatives of each of the foregoing (collectively, the “Company Released PartiesReleasees”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind based in whole or nature in law, equity or otherwisepart on facts, whether accruedor not now known, absoluteexisting on or before the date hereof, contingentthat relate to, unliquidated arise out of or otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, (ii) any aspect of the dealings or relationships between or among the Borrower and the other Loan Parties, on the one hand, and the Agent and/or the Lenders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, or (iii) any aspect of the dealings or relationships between or among any or all of the Loan Parties, on the one hand, and the Agent and/or the Lenders, on the other hand, but only to the extent such dealings or relationships relate to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. The receipt by the Borrower or any other Loan Party of the proceeds of any loans or other financial accommodations made by the Agent and the Lenders after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, suspected existing on or unsuspected which prior to the Executivedate of receipt of any such proceeds or other financial accommodations. In entering into this Amendment, individually the Borrower and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or as a member omissions by any of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any the Releasees and all claims (i) arising out hereby agree and acknowledge that the validity and effectiveness of or the releases set forth above do not depend in any way connected with the Executive’s service to on any member of the Company Affiliated Group (such representations, acts and/or omissions or the predecessors accuracy, completeness or validity thereof) in any capacity, or . The provisions of this Section shall survive the termination of such service this Amendment, the Credit Agreement, the other Loan Documents and payment in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII full of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other lawsObligations.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated , 20 , (the “Agreement”), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Immunogen Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated January 5, 2021 (the “Agreement”), ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their present and former officers, directors, executives, agents, insurers, attorneys, employees employees, and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors predecessors, and assigns of each of the foregoing (collectivelycollectively with the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, rights in or for equity based awards, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Payment of Wages Law, An Act Relative to Domestic Violence, and any and all claims under any whistleblower laws or whistleblower provisions of other laws..
Appears in 1 contract
Sources: Change in Control Severance Agreement (ImmunoGen, Inc.)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of August 11, 2010, to which Ikaria, Inc. (the “AgreementCompany”)) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Ph.D. (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Massachusetts Fair Executive under this Waiver and Release of Claims and the Employment Practices ActAgreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his date of termination;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and the Employment Agreement;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, and (ii) under the by-laws or certificate of incorporation of any and all claims Company Released Party or (iii) as an insured under any whistleblower laws director’s and officer’s liability insurance policy now or whistleblower provisions previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group and (ii) for earned but unused vacation pay through the date of termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Employment Agreement (Bellerophon Therapeutics LLC)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated September 18, 2023 (the “Agreement”), ▇▇▇▇▇▇ ▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their present and former officers, directors, executives, agents, insurers, attorneys, employees employees, and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors predecessors, and assigns of each of the foregoing (collectivelycollectively with the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, rights in or for equity based awards, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Payment of Wages Law, An Act Relative to Domestic Violence, and any and all claims under any whistleblower laws or whistleblower provisions of other laws..
Appears in 1 contract
Sources: Change in Control Severance Agreement (ImmunoGen, Inc.)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated , the Employment Agreement (the “Agreement”)) dated as of October 1, 2013 between The St. ▇▇▇ Company (the “Company”) and (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any of the Company Released Party Parties in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort tort, and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Executive Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Age Discrimination in Employment Practices ActAct (“ADEA”), the Florida Law Against Discrimination and any and all claims under any whistleblower laws or whistleblower provisions of other laws.laws excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his or her Date of Termination (as defined in the Agreement);
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party, or
Appears in 1 contract
Sources: Employment Agreement (St Joe Co)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of March 16, 2015, to which Cloud Peak Energy Inc. (the “AgreementCompany”), ) and ▇▇▇▇▇ ▇▇▇▇ (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof)employees, and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service to employment by any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), and any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Executive under this Waiver and Release of Claims and the Employment Agreement, including, but not limited to, the Massachusetts Fair Executive’s rights to payments under Section 3 of the Employment Practices Act, Agreement;
(b) rights of the Executive relating to equity and any equity compensatory awards of the Company held by the Executive as of his date of termination and all rights under the Company’s equity incentive plans;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and the Employment Agreement;
(d) rights to indemnification the Executive may have under the by-laws or certificate of incorporation of the Company or otherwise;
(e) claims for benefits under any whistleblower laws health, disability, retirement, deferred compensation, life insurance or whistleblower provisions other employee benefit plan or arrangement of other lawsthe Company Affiliated Group or any thereof; and
(f) claims for the reimbursement of un-reimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Amended and Restated Employment Agreement, dated as of June 1, 2009, to which Ikaria Holdings, Inc. (the “AgreementCompany”), ) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”). Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act excepting only:
(“ADA”), Sections 503 and 504 a) rights of the Rehabilitation Act Executive under this Waiver and Release of Claims and the Family Employment Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his date of termination;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and Medical Leave Actthe Employment Agreement;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the Massachusetts Fair Employment Practices Act, and by-laws or certificate of incorporation of any and all claims Company Released Party or (iii) as an insured under any whistleblower laws director’s and officer’s liability insurance policy now or whistleblower provisions previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group and (ii) for earned but unused vacation pay through the date of termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Employment Agreement (Ikaria, Inc.)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated , the Employment Agreement (the “Agreement”)) dated as of March 7, 2011 between The St. ▇▇▇ Company (the “Company”) and (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any of the Company Released Party Parties in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort tort, and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Executive Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Age Discrimination in Employment Practices ActAct (“ADEA”), the Florida Law Against Discrimination and any and all claims under any whistleblower laws or whistleblower provisions of other laws.laws excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his or her Date of Termination (as defined in the Agreement);
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party, or
Appears in 1 contract
Sources: Employment Agreement (St Joe Co)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of , 2014, to which Corrections Corporation of America (the “REIT”), CCA of Tennessee, LLC (“Employer” and, together with the REIT, the “Company”) and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the “Executive”) are parties (the “Agreement”), (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenthe Company and its parents, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any penalties, taxes or interest assessed under Section 409A of the Code and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Massachusetts Fair Employment Practices ActExecutive under this Waiver and Release of Claims and under the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of the Executive’s date of termination;
(c) the right of the Executive to receive benefits required to be paid in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, and (ii) under the by-laws or charter of any and all claims Company Released Party or (iii) as an insured under any whistleblower laws director’s and officer’s liability insurance policy now or whistleblower provisions previously in force;
(e) claims the Executive may have to severance payments and benefits under Section 5 of other lawsthe Agreement;
(f) claims (i) for accrued or vested benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the date of termination in accordance with applicable policy of the Company Affiliated Group; and
(g) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Company Affiliated Group.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated February 20, 2014, (the “Agreement”), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Immunogen Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of , to which Ikaria, Inc. (the “Company”) and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ (the “Employee”) are parties (the “Employment Agreement”), (the “Executive”)Employee, with the intention of binding the Executive Employee and the ExecutiveEmployee’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executivesEmployees, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the ExecutiveEmployee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the ExecutiveEmployee’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Massachusetts Fair Employee under this Waiver and Release of Claims and the Employment Practices ActAgreement;
(b) rights of the Employee relating to equity awards held by the Employee as of his date of termination;
(c) the right of the Employee to receive COBRA continuation coverage in accordance with applicable law and the Employment Agreement;
(d) rights to indemnification the Employee may have (i) under applicable corporate law, and (ii) under the by-laws or certificate of incorporation of any and all claims Company Released Party or (iii) as an insured under any whistleblower laws director’s and officer’s liability insurance policy now or whistleblower provisions previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group and (ii) for earned but unused vacation pay through the date of termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Employment Agreement (Bellerophon Therapeutics LLC)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of ____________, 20__, to which CoreCivic, Inc. (the “REIT”), CoreCivic of Tennessee, LLC (“Employer” and, together with the REIT, the “Company”) and _______________________ (the “Executive”) are parties (the “Agreement”), (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenthe Company and its parents, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any penalties, taxes or interest assessed under Section 409A of the Code and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, Act and the Massachusetts Fair Age Discrimination in Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other lawsAct (“ADEA”).
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated November 15, 2021 (the “Agreement”), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their present and former officers, directors, executives, agents, insurers, attorneys, employees employees, and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors predecessors, and assigns of each of the foregoing (collectivelycollectively with the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, rights in or for equity based awards, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Payment of Wages Law, An Act Relative to Domestic Violence, and any and all claims under any whistleblower laws or whistleblower provisions of other laws..
Appears in 1 contract
Sources: Change in Control Severance Agreement (ImmunoGen, Inc.)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Amended and Restated Employment Agreement, dated as of June 1st, 2009, to which Ikaria Holdings, Inc. (the “AgreementCompany”), ) and ▇▇▇▇▇▇ ▇▇▇▇▇ (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), . the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Massachusetts Fair Executive under this Waiver and Release of Claims and the Employment Practices ActAgreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his date of termination;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and the Employment Agreement;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, and (ii) under the by-laws or certificate of incorporation of any and all claims Company Released Party or (iii) as an insured under any whistleblower laws director’s and officer’s liability insurance policy now or whistleblower provisions previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group and (ii) for earned but unused vacation pay through the date of termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Employment Agreement (Ikaria, Inc.)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of November 4 2013, to which Corrections Corporation of America (the “Company”) and ▇▇▇ ▇. ▇▇▇▇▇ (the “Executive”) are parties (the “Agreement”), (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenthe Company and its parents, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any penalties, taxes or interest assessed under Section 409A of the Code and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Massachusetts Fair Employment Practices ActExecutive under this Waiver and Release of Claims and under the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of the Executive’s date of termination;
(c) the right of the Executive to receive benefits required to be paid in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, and (ii) under the by-laws or charter of any and all claims Company Released Party or (iii) as an insured under any whistleblower laws director’s and officer’s liability insurance policy now or whistleblower provisions previously in force;
(e) claims (i) for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group and (ii) for earned but unused vacation pay through the date of termination in accordance with applicable policy of the Company Affiliated Group; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Company Affiliated Group.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated February 25, 2015, (the “Agreement“ Agreement ”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the “Executive“ Executive ”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. ▇▇▇▇▇▇▇▇▇▇▇▇ Coal Company. (the “Company“ Company ”) and each of its subsidiaries and affiliates (the ““ Company Affiliated GroupGroup ”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the ““ Company Released PartiesParties ”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA“ ERISA ”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (““ Title VIIVII ”), the Age Discrimination in Employment Act (“ADEA“ ADEA ”), the Americans with Disabilities Act (“ADA“ ADA ”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws.
Appears in 1 contract
Sources: Change in Control Severance Agreement (WESTMORELAND COAL Co)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated March 31, 2017 (the “Agreement”), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their present and former officers, directors, executives, agents, insurers, attorneys, employees employees, and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors predecessors, and assigns of each of the foregoing (collectivelycollectively with the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, rights in or for equity based awards, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Payment of Wages Law, An Act Relative to Domestic Violence, and any and all claims under any whistleblower laws or whistleblower provisions of other laws.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Immunogen Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of __________, to which CoreCivic of Tennessee, LLC (“Employer”) and, together with any of its parents, subsidiaries, affiliates, successors and assigns (the “Company”) and _________ (the “Executive”) are parties (the “Agreement”), (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any penalties, taxes or interest assessed under Section 409A of the Code and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, Act and the Massachusetts Fair Age Discrimination in Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other lawsAct (“ADEA”).
Appears in 1 contract
General Release. In You, on behalf of yourself and your heirs, executors, administrators and assigns, in consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated , the Letter Agreement (the “Letter Agreement”) dated as of August 13, 2014 between you and the St. ▇▇▇ Company (the “Company”), (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executiveyou, individually or as a member of a class, now hashave, owns own or holdshold, or has have at any time heretofore had, owned or held, against any of the Company Released Party Parties in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s your service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Age Discrimination in Employment Practices ActAct (“ADEA”), the Florida Law Against Discrimination and any and all claims under any whistleblower laws or whistleblower provisions of other lawslaws excepting only:
(a) your rights under this Release and the Letter Agreement;
(b) your right to receive COBRA continuation coverage in accordance with applicable law;
(c) rights to indemnification you may have
1. under applicable corporate law;
2. under the by-laws or certificate of incorporation of any Company Released Party or the Indemnification Agreement, dated January 25, 2012, between you and the Company; or
3. as an insured under any director’s and officer’s liability insurance policy now or previously in force; and
(d) claims for benefits under any health, disability, retirement, deferred compensation, life insurance or other similar employee benefit plan or arrangement of the Company Affiliated Group.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Executive Retention Agreement, dated _____________, (the “"Agreement”"), ______________________ (the “"Executive”"), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenMyriad Genetics, Inc. (the “"Company”") and each of its subsidiaries and affiliates (the “"Company Affiliated Group”"), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “"Company Released Parties”"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Executive Retirement Income Security Act of 1974 (“"ERISA”"), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“"Title VII”), the Age Discrimination in Employment Act (“ADEA”"), the Americans with Disabilities Act (“"ADA”"), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws, excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his or her Date of Termination (as defined in the Agreement);
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party or (iii) as an insured under any director's and officer's liability insurance policy now or previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Date of Termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the Date of Termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Executive Retention Agreement (Myriad Genetics Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of August , 2009, to which Cloud Peak Energy Inc. (the “"Company") and ▇▇▇▇ ▇▇▇▇▇▇▇ (the "Executive") are parties (the "Employment Agreement”"), (the “Executive”), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “"Company Affiliated Group”"), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof)employees, and the successors, predecessors and assigns of each of the foregoing (collectively, the “"Company Released Parties”"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian "Action") arising out of or in any way connected connection with the Executive’s service to 's employment by any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), and any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“"Title VII”), the Age Discrimination in Employment Act (“ADEA”"), the Americans with Disabilities Act (“"ADA”"), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act ("ADEA"), excepting only:
(a) rights of the Executive under this Waiver and Release of Claims and the Employment Agreement, including, but not limited to, the Massachusetts Fair Executive's rights to payments under Section 3 of the Employment Practices Act, Agreement;
(b) rights of the Executive relating to equity and any equity compensatory awards of the Company held by the Executive as of his date of termination and all rights under the Company's equity incentive plans;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and the Employment Agreement;
(d) rights to indemnification the Executive may have under the by-laws or certificate of incorporation of the Company or otherwise;
(e) claims for benefits under any whistleblower laws health, disability, retirement, deferred compensation, life insurance or whistleblower provisions other employee benefit plan or arrangement of other lawsthe Company Affiliated Group or any thereof; and
(f) claims for the reimbursement of un-reimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated March 31, 2017 (the “Agreement”), ▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their present and former officers, directors, executives, agents, insurers, attorneys, employees employees, and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors predecessors, and assigns of each of the foregoing (collectivelycollectively with the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, rights in or for equity based awards, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Payment of Wages Law, An Act Relative to Domestic Violence, and any and all claims under any whistleblower laws or whistleblower provisions of other laws.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Immunogen Inc)
General Release. In consideration of the payments and benefits to be made under pursuant to that certain Change in Control Severance AgreementSeparation Agreement dated as of June 10, dated , 2008 (the “Agreement”), ▇▇▇▇▇ ▇▇▇▇ (the “ExecutiveEmployee”), with the intention of binding the Executive Employee and the ExecutiveEmployee’s heirs, executors, administrators and assigns, does hereby waive, release, remise, acquit and forever discharge ImmunoGen▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Living Omnimedia, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their the respective present and former directors, officers, directorsemployees, executivesrepresentatives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof)) and attorneys of each of the foregoing, and the successors, predecessors and assigns of each of the foregoing (together with each member of the Company Affiliated Group, each a “Company Released Party” and collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, obligations, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees fees, liens and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the ExecutiveEmployee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, or may at any time hereafter up to and including the Date of Termination (as defined under the Employment Agreement) have, own or hold, against any Company Released Party in any capacitycapacity (an “Action”), including, without limitation, any and all claims Actions (i) arising out of or in any way connected with the ExecutiveEmployee’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Age Discrimination in Employment Practices ActAct (“ADEA”), the New York State Constitution, the New York Human Rights Law, the New York Labor Law, the New York Civil Rights Law, the New York City Human Rights Law, the New York Retaliatory Action by Employers Law, the New York Non-Discrimination for Legal Actions Law and the New York Wage and Hour Law or any other statute, laws, ordinances, or regulations of any jurisdiction, excepting only:
(a) rights of the Employee under this Waiver and Release of Claims, rights under the Agreement, and any and all claims rights under the Employment Agreement (as amended by the Agreement);
(b) rights of the Employee under any whistleblower of the Equity Agreements (as defined in the Agreement);
(c) the right of the Employee to receive COBRA continuation coverage in accordance with applicable law;
(d) rights to indemnification the Employee may have (i) under applicable corporate law, (ii) under the by-laws or whistleblower provisions certificate of incorporation of any Company Released Party, (iii) the Employment Agreement; or (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force; and
(e) claims for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Company Affiliated Group. Employee represents and warrants that she is the sole and lawful owner of all right, title and interest in and to every Action and other lawsmatters that is being released above and that no other party has received any assignment or other right of substitution or subrogation to any such claim or matter. Employee also represents that she has the full power and authority to execute this Waiver and Release of Claims. With respect to the foregoing release, Employee hereby waives all rights or protection under section 1542 of the Civil Code of California or any similar law of any other state, territory, country or any political division thereof, to the extent applicable (such waiver is not intended to indicate that the law of any jurisdiction other than New York is applicable to this Waiver and Release of Claims). Section 1542 provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.
Appears in 1 contract
Sources: Separation Agreement (Martha Stewart Living Omnimedia Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated , 2008, (the “Agreement”), (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. Archemix Corp. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all non-waivable claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Executive Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws, excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) [rights of the Executive under the Company’s Management Incentive Plan];[to be included with proper reference if any such plan exists]
(c) rights of the Executive relating to equity awards held by the Executive as of his or her Date of Termination (as defined in the Agreement);
(d) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(e) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(f) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group, (ii) for earned but unpaid salary and awarded bonus amounts through the Date of Termination and (iii) for earned but unused vacation pay through the Date of Termination in accordance with applicable Company policy; and
(g) claims for the reimbursement of unreimbursed business expenses incurred prior to the Date of Termination pursuant to applicable Company policy.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Executive Severance and Change in Control Severance Agreement, dated February 1, 2010, as amended on September 9, 2011 (the “Severance Agreement”), and the additional compensation to be paid under the Separation and Consulting Agreement to which this General Release is attached (the “Separation Agreement”), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenMyrexis, Inc. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws, excepting only:
(a) rights of the Executive under this General Release, the Severance Agreement, and the Separation Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his Separation Date (as defined in the Separation Agreement);
(c) the right of the Executive to receive continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party, (iii) the Indemnification Agreement dated as of June 2, 2009 between the Company and the Executive. or (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Separation Date in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the Separation Date pursuant to applicable Company policy.
Appears in 1 contract
Sources: Separation and Consulting Agreement (Myrexis, Inc.)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated March 31, 2017 (the “Agreement”), ▇▇▇▇▇▇ ▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their present and former officers, directors, executives, agents, insurers, attorneys, employees employees, and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors predecessors, and assigns of each of the foregoing (collectivelycollectively with the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, rights in or for equity based awards, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Payment of Wages Law, An Act Relative to Domestic Violence, and any and all claims under any whistleblower laws or whistleblower provisions of other laws.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Immunogen Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated February 25, 2015, (the “Agreement“ Agreement ”), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Executive“ Executive ”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. ▇▇▇▇▇▇▇▇▇▇▇▇ Coal Company. (the “Company“ Company ”) and each of its subsidiaries and affiliates (the ““ Company Affiliated GroupGroup ”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the ““ Company Released PartiesParties ”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA“ ERISA ”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (““ Title VIIVII ”), the Age Discrimination in Employment Act (“ADEA“ ADEA ”), the Americans with Disabilities Act (“ADA“ ADA ”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws.
Appears in 1 contract
Sources: Change in Control Severance Agreement (WESTMORELAND COAL Co)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of November 1, 2015, to which ▇▇▇▇▇▇▇▇▇ Farms, Inc. (the “AgreementCompany”), ) and D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Executive under this Waiver and Release of Claims and the Employment Agreement, including, but not limited to, the Massachusetts Fair Executive’s rights to payments under Section 3 of the Employment Practices ActAgreement;
(b) rights of the Executive relating to equity and equity compensatory awards, of Holdings and/or the Company held by the Executive as of his date of termination;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and any and all the Employment Agreement;
(d) rights to indemnification the Executive may have under the by-laws or certificate of incorporation of the Company;
(e) claims for benefits under any whistleblower laws health, disability, retirement, deferred compensation, life insurance or whistleblower provisions other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group; and
(f) claims for the reimbursement of un-reimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated March 31, 2017 (the “Agreement”), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their present and former officers, directors, executives, agents, insurers, attorneys, employees employees, and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors predecessors, and assigns of each of the foregoing (collectivelycollectively with the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, rights in or for equity based awards, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Payment of Wages Law, An Act Relative to Domestic Violence, and any and all claims under any whistleblower laws or whistleblower provisions of other laws.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Immunogen Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Executive Retention Agreement, dated ______________________, (the “Agreement”), ______________________ (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenMyriad Genetics, Inc. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Executive Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws, excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his or her Date of Termination (as defined in the Agreement);
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Date of Termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the Date of Termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Executive Retention Agreement (Myriad Genetics Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of September 15, 2009, to which ▇▇▇▇▇▇▇▇▇ Farms, Inc. (the “AgreementCompany”)) and ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Executive under this Waiver and Release of Claims and the Employment Agreement, including, but not limited to, the Massachusetts Fair Executive’s rights to payments under Section 3 of the Employment Practices ActAgreement;
(b) rights of the Executive relating to equity and equity compensatory awards, of Holdings and/or the Company held by the Executive as of his date of termination;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and any and all the Employment Agreement;
(d) rights to indemnification the Executive may have under the by-laws or certificate of incorporation of the Company;
(e) claims for benefits under any whistleblower laws health, disability, retirement, deferred compensation, life insurance or whistleblower provisions other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group; and
(f) claims for the reimbursement of un-reimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
General Release. In For good and valuable consideration set forth in the Retention Agreement between the undersigned and Bedford Property Investors, Inc., the receipt and sufficiency of which is hereby acknowledged, the payments and benefits to be made under that certain Change in Control Severance Agreement, dated , (the “Agreement”), (the “Executive”)undersigned, with the intention of binding the Executive and the Executive’s himself, his heirs, executors, administrators and assignsassigns (collectively "Releasor"), does hereby release, remise, acquit acquit, and forever discharge ImmunoGenBedford Property Investors, Inc., Bedford Acquisitions, Inc. (the “Company”) and each their affiliates, and all of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneysemployees, employees and employee benefits plans (and the fiduciaries thereof)affiliated companies, divisions, subsidiaries, successors, predecessors, and the successors, predecessors assigns (each a "Released Party" and assigns of each of the foregoing (collectively, the “Company "Released Parties”"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, complaints, grievances, promises, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected unsuspected, which the Executiveundersigned, individually or as a member of a class, now has, owns or holds, holds or has at any time heretofore had, owned or held, held against any Company Released Party in any capacityParty, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to undersigned's employment relationship with Bedford Property Investors, Inc. (the "Company") and any member of the Company Affiliated Group (or the predecessors thereof) in any capacityaffiliated entities, or the termination of such service in thereof, including, without limitation, any such capacity, (ii) claim for severance or vacation benefits, unpaid wages, salary or incentive paymentsbonus, (iii) for breach of contract, wrongful dischargedischarge or termination of employment, impairment of economic opportunity, defamationreimbursement for fines or expenses paid, intentional infliction of emotional harm or other tort and (iv) for tort, or employment discrimination under any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state state, or local jurisdictionstatutes, includingprovisions, without limitationorders, or regulations (including but not limited to any claim under Title VII of the Civil Rights Act of 1964 1964, as amended (“"Title VII”"), the federal Age Discrimination in Employment Act (“"ADEA”"), the Americans with Disabilities California Fair Employment and Housing Act (“ADA”"CFEHA") and any similar or analogous federal, state or local statute), Sections 503 excepting only (i) those obligations of Company under that certain Retention Agreement between Company and 504 of Releasor dated March 26, 2001 (the Rehabilitation Act the Family "Retention Agreement"), pursuant to which this Release is being executed and Medical Leave Actdelivered, and (ii) any rights to indemnification Releasor may have under applicable corporate laws, the Massachusetts Fair Employment Practices Act, and by-laws or certificate of incorporation of any and all claims Released Party or as an insured under any whistleblower laws D&O or whistleblower provisions of other lawsliability insurance policy now or previously in force.
Appears in 1 contract
Sources: Retention Agreement (Bedford Property Investors Inc/Md)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of August , 2009, to which Cloud Peak Energy Inc. (the “"Company") and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Executive") are parties (the "Employment Agreement”"), (the “Executive”), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “"Company Affiliated Group”"), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof)employees, and the successors, predecessors and assigns of each of the foregoing (collectively, the “"Company Released Parties”"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian "Action") arising out of or in any way connected connection with the Executive’s service to 's employment by any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), and any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“"Title VII”), the Age Discrimination in Employment Act (“ADEA”"), the Americans with Disabilities Act (“"ADA”"), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act ("ADEA"), excepting only:
(a) rights of the Executive under this Waiver and Release of Claims and the Employment Agreement, including, but not limited to, the Massachusetts Fair Executive's rights to payments under Section 3 of the Employment Practices Act, Agreement;
(b) rights of the Executive relating to equity and any equity compensatory awards of the Company held by the Executive as of his date of termination and all rights under the Company's equity incentive plans;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and the Employment Agreement;
(d) rights to indemnification the Executive may have under the by-laws or certificate of incorporation of the Company or otherwise;
(e) claims for benefits under any whistleblower laws health, disability, retirement, deferred compensation, life insurance or whistleblower provisions other employee benefit plan or arrangement of other lawsthe Company Affiliated Group or any thereof; and
(f) claims for the reimbursement of un-reimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated March 31, 2017 (the “Agreement”), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their present and former officers, directors, executives, agents, insurers, attorneys, employees employees, and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors predecessors, and assigns of each of the foregoing (collectivelycollectively with the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, rights in or for equity based awards, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Payment of Wages Law, An Act Relative to Domestic Violence, and any and all claims under any whistleblower laws or whistleblower provisions of other laws.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Immunogen Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated February 25, 2019 (the “Agreement”), ▇▇▇▇▇ ▇. ▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their present and former officers, directors, executives, agents, insurers, attorneys, employees employees, and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors predecessors, and assigns of each of the foregoing (collectivelycollectively with the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, rights in or for equity based awards, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Payment of Wages Law, An Act Relative to Domestic Violence, and any and all claims under any whistleblower laws or whistleblower provisions of other laws..
Appears in 1 contract
Sources: Change in Control Severance Agreement (ImmunoGen, Inc.)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Executive Retention Agreement, dated February , 2005, (the “"Agreement”"), (the “"Executive”"), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenMyriad Genetics, Inc. (the “"Company”") and each of its subsidiaries and affiliates (the “"Company Affiliated Group”"), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “"Company Released Parties”"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Executive Retirement Income Security Act of 1974 (“"ERISA”"), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“"Title VII”), the Age Discrimination in Employment Act (“ADEA”"), the Americans with Disabilities Act (“"ADA”"), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws, excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his or her Date of Termination (as defined in the Agreement);
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party or (iii) as an insured under any director's and officer's liability insurance policy now or previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Date of Termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the Date of Termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Executive Retention Agreement (Myriad Genetics Inc)
General Release. In consideration of the payments and benefits to be made under that certain the ADESA, Inc. Change in Control Severance Agreement, dated , Agreement (the “Agreement”), [ ] (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenADESA, Inc. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”), or the Fair Labor Standards Act, any and all claims arising out of tort or contract law, and any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, The Civil Rights Act of 1866, 42 U.S.C. §1981, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”)The Indiana Civil Rights Act, the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Age Discrimination in Employment Practices ActAct (“ADEA”), and any and all claims under any whistleblower laws or whistleblower provisions of other laws, excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his Termination Date;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party, (iii) under that certain Indemnification Agreement, dated as of December 21, 2006, between the Company and the Executive; or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Termination Date in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the Termination Date pursuant to applicable Company policy.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Executive Retention Agreement, dated November 17, 2006, (the “Agreement”), ▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenMyriad Genetics, Inc. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Executive Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws, excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his or her Date of Termination (as defined in the Agreement);
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Date of Termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the Date of Termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Executive Retention Agreement (Myriad Genetics Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of August , 2009, to which Cloud Peak Energy Inc. (the “"Company") and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Executive") are parties (the "Employment Agreement”"), (the “Executive”), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “"Company Affiliated Group”"), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof)employees, and the successors, predecessors and assigns of each of the foregoing (collectively, the “"Company Released Parties”"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian "Action") arising out of or in any way connected connection with the Executive’s service to 's employment by any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), and any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“"Title VII”), the Age Discrimination in Employment Act (“ADEA”"), the Americans with Disabilities Act (“"ADA”"), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act ("ADEA"), excepting only:
(a) rights of the Executive under this Waiver and Release of Claims and the Employment Agreement, including, but not limited to, the Massachusetts Fair Executive's rights to payments under Section 3 of the Employment Practices Act, Agreement;
(b) rights of the Executive relating to equity and any equity compensatory awards of the Company held by the Executive as of his date of termination and all rights under the Company's equity incentive plans;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and the Employment Agreement;
(d) rights to indemnification the Executive may have under the by-laws or certificate of incorporation of the Company or otherwise;
(e) claims for benefits under any whistleblower laws health, disability, retirement, deferred compensation, life insurance or whistleblower provisions other employee benefit plan or arrangement of other lawsthe Company Affiliated Group or any thereof; and
(f) claims for the reimbursement of un-reimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
General Release. In consideration of the payments and benefits Separation Benefits to be made provided under that certain Change in Control Severance Separation Agreement, dated , (the “Agreement”), ▇▇▇▇▇ ▇▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenMyrexis, Inc. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws, excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his or her Separation Date (as defined in the Agreement);
(c) the right of the Executive to receive continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Separation Date in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the Separation Date pursuant to applicable Company policy.
Appears in 1 contract
Sources: Separation Agreement (Myrexis, Inc.)
General Release. In consideration of the payments and benefits provided and to be made provided to ____________________ (the "Executive") under that certain Change in Control the Executive Severance Agreement to which the Executive and BellSouth Corporation (the "Company") are parties (the "Executive Severance Agreement, dated , (the “Agreement”"), (the “Executive”), with the intention of binding the Executive himself and the Executive’s his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “"Company Affiliated Group”"), their present and former officers, directors, executives, agents, attorneys, shareholders, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “"Company Released Parties”"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacitycapacity (an "Action"), including, without limitation, any and all claims Actions (i) arising out of or in any way connected with the Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“"ERISA”"), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“"Title VII”), the Age Discrimination in Employment Act (“ADEA”"), the Americans with Disabilities Act (“"ADA”"), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Age Discrimination in Employment Practices ActAct ("ADEA"), and the similar or analogous laws of any state or local or non-U.S. jurisdiction, excepting only:
(a) the rights of the Executive under (i) the Executive Severance Agreement and all claims (ii) any stock option, restricted stock, performance share or other equity agreements to which he and the Company are parties;
(b) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(c) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party or (iii) as an insured under any whistleblower laws director's and officer's liability insurance policy now or whistleblower provisions previously in force;
(d) claims for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Company Affiliated Group, other lawsthan for earned but unused vacation pay; and
(e) claims for the reimbursement of unreimbursed business expenses incurred prior to the termination date pursuant to applicable Company policy.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated February 25, 2015, (the “Agreement“ Agreement ”), ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Executive“ Executive ”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. ▇▇▇▇▇▇▇▇▇▇▇▇ Coal Company. (the “Company“ Company ”) and each of its subsidiaries and affiliates (the ““ Company Affiliated GroupGroup ”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the ““ Company Released PartiesParties ”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA“ ERISA ”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (““ Title VIIVII ”), the Age Discrimination in Employment Act (“ADEA“ ADEA ”), the Americans with Disabilities Act (“ADA“ ADA ”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws.
Appears in 1 contract
Sources: Change in Control Severance Agreement (WESTMORELAND COAL Co)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of August , 2009, to which Cloud Peak Energy Inc. (the “"Company") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Executive") are parties (the "Employment Agreement”"), (the “Executive”), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “"Company Affiliated Group”"), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof)employees, and the successors, predecessors and assigns of each of the foregoing (collectively, the “"Company Released Parties”"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian "Action") arising out of or in any way connected connection with the Executive’s service to 's employment by any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), and any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“"Title VII”), the Age Discrimination in Employment Act (“ADEA”"), the Americans with Disabilities Act (“"ADA”"), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act ("ADEA"), excepting only:
(a) rights of the Executive under this Waiver and Release of Claims and the Employment Agreement, including, but not limited to, the Massachusetts Fair Executive's rights to payments under Section 3 of the Employment Practices Act, Agreement;
(b) rights of the Executive relating to equity and any equity compensatory awards of the Company held by the Executive as of his date of termination and all rights under the Company's equity incentive plans;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and the Employment Agreement;
(d) rights to indemnification the Executive may have under the by-laws or certificate of incorporation of the Company or otherwise;
(e) claims for benefits under any whistleblower laws health, disability, retirement, deferred compensation, life insurance or whistleblower provisions other employee benefit plan or arrangement of other lawsthe Company Affiliated Group or any thereof; and
(f) claims for the reimbursement of un-reimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated February 25, 2015, (the “Agreement“ Agreement ”), ▇▇▇▇▇ ▇▇▇▇▇▇ (the “Executive“ Executive ”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. ▇▇▇▇▇▇▇▇▇▇▇▇ Coal Company. (the “Company“ Company ”) and each of its subsidiaries and affiliates (the ““ Company Affiliated GroupGroup ”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the ““ Company Released PartiesParties ”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA“ ERISA ”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (““ Title VIIVII ”), the Age Discrimination in Employment Act (“ADEA“ ADEA ”), the Americans with Disabilities Act (“ADA“ ADA ”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws.
Appears in 1 contract
Sources: Change in Control Severance Agreement (WESTMORELAND COAL Co)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of , 2010, to which Ikaria Holdings, Inc. (the “AgreementCompany”)) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, M.D. (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Massachusetts Fair Executive under this Waiver and Release of Claims and the Employment Practices ActAgreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his date of termination;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and the Employment Agreement;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, and (ii) under the by-laws or certificate of incorporation of any and all claims Company Released Party or (iii) as an insured under any whistleblower laws director’s and officer’s liability insurance policy now or whistleblower provisions previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group and (ii) for earned but unused compensation and vacation pay through the date of termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Employment Agreement (Ikaria, Inc.)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Retention Bonus Agreement, dated as of September 7, 2012, to which Interline Brands, Inc., a Delaware corporation (“Parent”), Interline Brands, Inc, a New Jersey corporation (the “AgreementCompany”), ) and ▇▇▇▇ ▇▇▇▇▇ (the “Executive”) are parties (the “Retention Bonus Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenParent, Inc. (the “Company”) Company and each of its the parents, subsidiaries and affiliates of Parent and the Company (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service to as an employee, officer, and/or director of any member of the Company Affiliated Group (or the predecessors thereof), including, without limitation, (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”). Notwithstanding the foregoing, this Release shall not apply and expressly excludes: (a) vested benefits under any plan or policy maintained by the Massachusetts Fair Employment Practices ActCompany or any of its affiliates, including those that provide for deferred compensation, equity compensation or pension or retirement benefits or for payment of vested and accrued but unpaid vacation benefits, wages or salary upon a termination of employment; (b) health benefits under any and all policy or plan currently maintained by the Company or any of its affiliates that provides for health insurance continuation or conversion rights; (c) claims arising after the date of the Release; (d) claims under any whistleblower directors and officers insurance policies; and (e) rights to indemnification Executive may have under the by-laws or whistleblower provisions certificate of other lawsincorporation of the Company and its affiliates or applicable law.
Appears in 1 contract
Sources: Retention Bonus Agreement (Interline Brands, Inc./De)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Amended and Restated Employment Agreement, dated as of June 1, 2009, to which Ikaria Holdings, Inc. (the “AgreementCompany”), ‘) and ▇▇▇▇▇▇▇ ▇▇▇▇ (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”). the Americans with Disabilities Act (“ADA”). Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act excepting only:
(“ADA”), Sections 503 and 504 a) rights of the Rehabilitation Act Executive under this Waiver and Release of Claims and the Family Employment Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his date of termination;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and Medical Leave Actthe Employment Agreement;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the Massachusetts Fair Employment Practices Act, and by-laws or certificate of incorporation of any and all claims Company Released Party or (iii) as an insured under any whistleblower laws director’s and officer’s liability insurance policy now or whistleblower provisions previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group and (ii) for earned but unused vacation pay through the date of termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Employment Agreement (Ikaria, Inc.)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance AgreementEmployment Agreement dated as of March 7, 2003, as amended by the First Amendment to Employment Agreement dated as of June 30, 2008, (the “Agreement”), ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. Archemix Corp. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all non-waivable claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Executive Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws, excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his or her Date of Termination (as defined in the Agreement);
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Date of Termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the Date of Termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Employment Agreement (Nitromed Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of July 8, 2013, to which Cloud Peak Energy Inc. (the “AgreementCompany”), ) and ▇▇▇▇▇ ▇▇▇▇▇ (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof)employees, and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service to employment by any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), and any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Executive under this Waiver and Release of Claims and the Employment Agreement, including, but not limited to, the Massachusetts Fair Executive’s rights to payments under Section 3 of the Employment Practices Act, Agreement;
(b) rights of the Executive relating to equity and any equity compensatory awards of the Company held by the Executive as of his date of termination and all rights under the Company’s equity incentive plans;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and the Employment Agreement;
(d) rights to indemnification the Executive may have under the by-laws or certificate of incorporation of the Company or otherwise;
(e) claims for benefits under any whistleblower laws health, disability, retirement, deferred compensation, life insurance or whistleblower provisions other employee benefit plan or arrangement of other lawsthe Company Affiliated Group or any thereof; and
(f) claims for the reimbursement of un-reimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Employment Agreement (Cloud Peak Energy Resources LLC)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated , the Employment Agreement (the “Agreement”)) dated as of July 27, 2006 between The St. ▇▇▇ Company (the “Company”) and (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any of the Company Released Party Parties in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort tort, and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Executive Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Age Discrimination in Employment Practices ActAct (“ADEA”), the Florida Law Against Discrimination and any and all claims under any whistleblower laws or whistleblower provisions of other laws.laws excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his or her Date of Termination (as defined in the Agreement);
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party, or
Appears in 1 contract
Sources: Employment Agreement (St Joe Co)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated February 25, 2015, (the “Agreement“ Agreement ”), ▇▇▇▇ ▇▇▇▇▇▇▇ (the “Executive“ Executive ”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. ▇▇▇▇▇▇▇▇▇▇▇▇ Coal Company. (the “Company“ Company ”) and each of its subsidiaries and affiliates (the ““ Company Affiliated GroupGroup ”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the ““ Company Released PartiesParties ”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA“ ERISA ”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (““ Title VIIVII ”), the Age Discrimination in Employment Act (“ADEA“ ADEA ”), the Americans with Disabilities Act (“ADA“ ADA ”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws.
Appears in 1 contract
Sources: Change in Control Severance Agreement (WESTMORELAND COAL Co)
General Release. In consideration For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the payments and benefits to be made under that certain Change in Control Severance Agreement, dated , (the “Agreement”), (the “Executive”)undersigned, with the intention of binding the Executive and the Executive’s himself, his heirs, executors, administrators and assigns, does hereby release, remise, acquit acquit, and forever discharge ImmunoGenCalamos Asset Management, Inc. (the “Company”) Inc., Calamos Investments LLC, Calamos Advisors LLC and each of its their respective subsidiaries and affiliates (“affiliated persons” as defined under Section 2(a)(3) of the “Investment Company Affiliated Group”)Act of 1940, as amended, and their present and former officersmembers, managers, directors, executivesofficers, agents, attorneysemployees, employees and employee benefits plans (and the fiduciaries thereof)affiliated entities, divisions, subsidiaries, successors, predecessors, and the successorsassigns each, predecessors a “Released Party” and assigns of each of the foregoing (collectively, the “Company "Released Parties”)", of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected unsuspected, which the Executiveundersigned, individually or as a member of a class, now has, owns or holds, holds or has at any time heretofore had, owned or held, held against any Company Released Party in any capacityParty, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member undersigned's employment relationship with Calamos Asset Management, Inc., Calamos Investments LLC, Calamos Advisors LLC and each of the Company their respective subsidiaries and Affiliated Group persons (or the predecessors thereof) in any capacityand their predecessor and affiliated entities, if applicable), or the termination of such service in thereof, including without limitation, any such capacity, (ii) claims for severance or vacation benefits, unpaid wages, salary or incentive paymentsbonus, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamationreimbursement for fines paid, intentional infliction of emotional harm or other tort and (iv) for tort, or employment discrimination under any violation of applicable state and federal, state, or local labor and employment laws statutes, provisions, orders, or regulations (including, without limitationbut not limited to, all laws concerning unlawful and unfair labor and employment practicesany claims arising under any federal civil rights statutes including Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.; 42 U.S.C. 1981, 1983, 1985, 1986; the Age Discrimination in Employment Act (ADEA), any and all claims based on as amended, 29 U.S.C. 621 et seq.; the Americans with Disabilities Act (ADA), as amended, 42 U.S.C. 12101 et seq.; the Fair Labor Standards Act (FLSA), as amended, 29 U.S.C. 201 et seq.; the Family Medical Leave Act (FMLA), 29 U.S.C. 2601 et seq.; the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, 29 U.S.C. 1001 et seq.; and any other claims that may arise under state or local civil rights acts, workers compensation laws, and wage and hour laws, and all claims arising for wages, vacation pay, severance pay, back pay, front pay, or other compensation, benefits, or damages at law or equity that may have been created as a result of the undersigned’s employment with Calamos Asset Management, Inc., Calamos Investments LLC, Calamos Advisors LLC and each of their respective subsidiaries and Affiliated persons (and their predecessor and affiliated entities, if applicable) or the termination thereof, excepting only (i) those obligations of Calamos Asset Management, Inc., Calamos Investments LLC and Calamos Advisors LLC under that certain letter agreement between these Calamos entities and the civil rights laws undersigned (the "Letter"), in connection with which this General Release is being executed and delivered, and (ii) any right to indemnification the undersigned may have under applicable corporate law, the organizational documents of any federal, state Released Party or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims right as an insured under any whistleblower laws D&O or whistleblower provisions of other lawsliability insurance policy now or previously in force.
Appears in 1 contract
Sources: Termination Agreement (Calamos Asset Management, Inc. /DE/)
General Release. In consideration of the payments and benefits Amended Option Agreement to be made under pursuant to that certain Change in Control Severance AgreementSeparation Agreement dated as of April ____, dated , 2009 (the “Agreement”), ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “ExecutiveEmployee”), with the intention of binding the Executive Employee and the ExecutiveEmployee’s heirs, executors, administrators and assigns, does hereby waive, release, remise, acquit and forever discharge ImmunoGen▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Living Omnimedia, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their the respective present and former directors, officers, directorsemployees, executivesrepresentatives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof)) and attorneys of each of the foregoing, and the successors, predecessors and assigns of each of the foregoing (together with each member of the Company Affiliated Group, each a “Company Released Party” and collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, obligations, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees fees, liens and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected (an “Action”) which the ExecutiveEmployee, individually or as a member of a class, now has, owns or holdsholds (or may have, own or hold), or has at any time heretofore had, owned or held, held against any Company Released Party in any capacitycapacity arising out of facts or matters in existence on or prior to the time Employee executes this Waiver and Release of Claims, including, without limitation, any and all claims Actions (i) arising out of or in any way connected with the ExecutiveEmployee’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Age Discrimination in Employment Practices ActAct (“ADEA”), the New York State Constitution, the New York Human Rights Law, the New York Labor Law, the New York Civil Rights Law, the New York City Human Rights Law, the New York Retaliatory Action by Employers Law, the New York Non-Discrimination for Legal Actions Law and the New York Wage and Hour Law or any other statute, laws, ordinances, or regulations of any jurisdiction, as each has been amended, excepting only:
(a) rights of the Employee under this Waiver and Release of Claims, rights under the Agreement, and any and all claims rights under the Employment Agreement that survive its termination;
(b) rights of the Employee under any whistleblower of the Equity Agreements (as defined in the Agreement);
(c) the right of the Employee to receive COBRA continuation coverage in accordance with applicable law;
(d) rights to indemnification the Employee may have (i) under applicable corporate law, (ii) under the by-laws or whistleblower provisions certificate of incorporation of any Company Released Party, (iii) the Employment Agreement; or (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force; and
(e) claims for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Company Affiliated Group in accordance with their terms. Employee represents and warrants that she is the sole and lawful owner of all right, title and interest in and to every Action and other lawsmatters that are being released above and that no other party has received any assignment or other right of substitution or subrogation to any such claim or matter. Employee also represents that she has the full power and authority to execute this Waiver and Release of Claims. With respect to the foregoing release, Employee hereby waives all rights or protection under section 1542 of the Civil Code of California or any similar law of any other state, territory, country or any political division thereof, to the extent applicable (such waiver is not intended to indicate that the law of any jurisdiction other than New York is applicable to this Waiver and Release of Claims). Section 1542 provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.
Appears in 1 contract
Sources: Separation Agreement (Martha Stewart Living Omnimedia Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Amended and Restated Employment Agreement, dated as of June 1, 2009, to which Ikaria Holdings, Inc. (the “AgreementCompany”), ) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Massachusetts Fair Executive under this Waiver and Release of Claims and the Employment Practices ActAgreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his date of termination;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and the Employment Agreement;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, and (ii) under the by-laws or certificate of incorporation of any and all claims Company Released Party or (iii) as an insured under any whistleblower laws director’s and officer’s liability insurance policy now or whistleblower provisions previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group and (ii) for earned but unused vacation pay through the date of termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Employment Agreement (Ikaria, Inc.)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Executive Retention Agreement, dated February , 2005, (the “Agreement”), (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenMyriad Genetics, Inc. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Executive Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws, excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his or her Date of Termination (as defined in the Agreement);
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Date of Termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the Date of Termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Executive Retention Agreement (Myriad Genetics Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of , to which Ikaria, Inc. (the “Company”) and ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Employee”) are parties (the “Employment Agreement”), (the “Executive”)Employee, with the intention of binding the Executive Employee and the ExecutiveEmployee’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the ExecutiveEmployee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the ExecutiveEmployee’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Massachusetts Fair Employee under this Waiver and Release of Claims and under the Employment Practices ActAgreement, including, but not limited to the Accrued Obligations and Accrued Benefits;
(b) rights of the Employee relating to equity awards held by the Employee as of his date of termination;
(c) the right of the Employee to receive COBRA continuation coverage in accordance with applicable law and the Employment Agreement;
(d) rights to indemnification the Employee may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any and all claims Company Released Party or (iii) as an insured under any whistleblower laws director’s and officer’s liability insurance policy now or whistleblower provisions previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group and (ii) for earned but unused vacation pay through the date of termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Employment Agreement (Bellerophon Therapeutics LLC)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Executive Retention Agreement, dated September 26, 2016 (the “Agreement”), ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenMyriad Genetics, Inc. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Executive Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws, excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his or her Date of Termination (as defined in the Agreement);
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Date of Termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the Date of Termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Executive Retention Agreement (Myriad Genetics Inc)
General Release. In consideration of the payments and benefits (the "Severance Payments") to be made under that certain Change in Control Severance Agreementreceived by John C. Kennedy (the "Executive") pursuant to the Employment Agreeme▇▇ ▇▇ ▇▇▇▇▇ ▇▇, Micron Holdings, Inc., Autocam Corporation ("Autocam"), and Titan Holdings Inc. are parties, dated as of June 21, 2004 (the “"Employment Agreement”"), (the “sufficiency of which the Executive acknowledges, the Executive”), with the intention of binding the Executive himself and the Executive’s his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenMicron Holdings, Inc. (the “"Company”") and each of its subsidiaries and affiliates (collectively, the “"Company Affiliated Group”"), their present and former officers, directors, shareholders, executives, agents, attorneys, employees and employee benefits benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “"Company Released Parties”"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and tort, (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), ) and (v) for employment discrimination under any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any applicable federal, state or local jurisdictionstatute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“"Title VII”"), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act ("ADA"), the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Age Discrimination in Employment Act (“"ADEA”") and any similar or analogous state or local statute, excepting only:
(A) rights of the Executive under (i) this Release of Claims, (ii) Section 6 of the Employment Agreement, (iii) the Stockholders' Agreement by and among the Company, the Executive, the GSCP Parties (as defined therein) and the TRP Parties (as defined therein), dated as of June 21, 2004, (iv) the Americans with Disabilities Act Registration Rights Agreement by and among the Company, the Executive, the GSCP Parties (“ADA”as defined therein) and the TRP Parties (as defined therein), Sections 503 dated as of June 21, 2004, and 504 (v) the Management Services Agreement by and among the Executive, Autocam, Goldman Sa▇▇▇ & ▇o. and Transportation Resource Advisors, LLC, dated as of June 21, 2004;
(B) rights of the Rehabilitation Act Executive as a stockholder of the Family and Medical Leave ActCompany;
(C) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(D) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the Massachusetts Fair Employment Practices Act, and by-laws or certificate of incorporation of any and all claims Company Released Party or (iii) as an insured under any whistleblower laws director's and officer's liability insurance policy now or whistleblower provisions previously in force;
(E) claims (i) for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of other lawsSection 3(3) of ERISA) of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Termination Date in accordance with applicable policy of the Company Affiliated Group; and
(F) claims for the reimbursement of unreimbursed business expenses incurred prior to the Termination Date pursuant to applicable policy of the Company Affiliated Group.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain the ADESA, Inc. Change in Control Severance Agreement, dated , Agreement (the “Agreement”), [ ] (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenADESA, Inc. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”), or the Fair Labor Standards Act, any and all claims arising out of tort or contract law, and any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, The Civil Rights Act of 1866, 42 U.S.C. §1981, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”)The Indiana Civil Rights Act, the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Age Discrimination in Employment Practices ActAct (“ADEA”), and any and all claims under any whistleblower laws or whistleblower provisions of other laws, excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his or her Termination Date;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party, (iii) under that certain Indemnification Agreement, dated as of December 21, 2006, between the Company and the Executive; or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Termination Date in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the Termination Date pursuant to applicable Company policy.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Amended and Restated Employment Agreement, dated as of June 1, 2009, to which Ikaria Holdings, Inc. (the “AgreementCompany”), ) and ▇▇▇▇▇ ▇▇▇▇▇▇ (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Massachusetts Fair Executive under this Waiver and Release of Claims and the Employment Practices ActAgreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his date of termination;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and the Employment Agreement;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, and (ii) under the by-laws or certificate of incorporation of any and all claims Company Released Party or (iii) as an insured under any whistleblower laws director’s and officer’s liability insurance policy now or whistleblower provisions previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group and (ii) for earned but unused vacation pay through the date of termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Employment Agreement (Ikaria, Inc.)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Executive Retention Agreement, dated , (the “Agreement”), (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenMyriad Genetics, Inc. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Executive Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws, excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his or her Date of Termination (as defined in the Agreement);
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Date of Termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the Date of Termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Executive Retention Agreement (Myriad Genetics Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Amended and Restated Employment Agreement, dated as of June 1, 2009, to which Ikaria Holdings, Inc. (the “AgreementCompany”), ‘) and ▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”). Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act excepting only:
(“ADA”), Sections 503 and 504 a) rights of the Rehabilitation Act Executive under this Waiver and Release of Claims and the Family Employment Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his date of termination;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and Medical Leave Actthe Employment Agreement;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the Massachusetts Fair Employment Practices Act, and by-laws or certificate of incorporation of any and all claims Company Released Party or (iii) as an insured under any whistleblower laws director’s and officer’s liability insurance policy now or whistleblower provisions previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group and (ii) for earned but unused vacation pay through the date of termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Employment Agreement (Ikaria, Inc.)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of November 4, 2013, to which Corrections Corporation of America (the “Company”) and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Executive”) are parties (the “Agreement”), (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenthe Company and its parents, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any penalties, taxes or interest assessed under Section 409A of the Code and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Massachusetts Fair Employment Practices ActExecutive under this Waiver and Release of Claims and under the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of the Executive’s date of termination;
(c) the right of the Executive to receive benefits required to be paid in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, and (ii) under the by-laws or charter of any and all claims Company Released Party or (iii) as an insured under any whistleblower laws director’s and officer’s liability insurance policy now or whistleblower provisions previously in force;
(e) claims (i) for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group and (ii) for earned but unused vacation pay through the date of termination in accordance with applicable policy of the Company Affiliated Group; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Company Affiliated Group.
Appears in 1 contract
General Release. In consideration of exchange for the payments and benefits described in the agreement to be made under that certain Change in Control Severance Agreement, dated , which this release is attached (the “Agreement”), (the “Executive”), with the intention on his or her own behalf and on behalf of binding the Executive and the Executive’s his or her heirs, executors, administrators administrators, assigns and successors, does hereby covenant not to s▇▇ and acknowledges full and complete satisfaction of and hereby releases, absolves and discharges the Company, Parent, each affiliate or subsidiary of the Company or the Parent, and its and their successors and assigns, does hereby releaseparents, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”)affiliates, past and present, as well as their present and former officerstrustees, directors, executivesofficers, agents, attorneys, employees insurers, stockholders and employee benefits plans (employees, past and the fiduciaries thereof)present, and the successors, predecessors and assigns of each of the foregoing them (collectively, the hereinafter collectively referred to as “Company Released PartiesReleasees”), of with respect to and from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, complaints, charges, demands, rights, damagesobligations, debts, sums of moneywages, accounts, financial obligations, suitsvacation pay, expenses, attorneys’ fees fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected unsuspected, and whether or not concealed or hidden, which the Executive, individually or as a member of a class, Executive now has, owns or holds, holds or has at any time heretofore had, owned or heldheld as against said Releasees, against or any Company Released Party in any capacityof them, including, without limitation, any and all claims (i) arising out of or in any way connected with his or her employment or other relationships with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacityCompany, Parent, or the termination of such service in its or their affiliates, or his or her separation from any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm employment or other tort and relationships (iv) for any violation of applicable state and local labor and employment laws (includingcollectively, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISAReleased Claims”), including specifically, but without limiting the generality of the foregoing, any and all claims arising claim under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”)1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as amended by the Older Worker’s Benefit Protection Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the federal Family and Medical Leave Act, the Massachusetts Fair Employment Practices Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, or any other employment related federal, state or local law, regulation or ordinance; provided, however, that the foregoing release will not include or affect (and the following are expressly excluded from any Released Claims): (i) Executive’s rights under the Agreement; (ii) Executive’s rights to file claims for workers’ compensation or unemployment insurance benefits, (iii) Executive’s regular and usual salary accrued prior to the Separation Date, accrued but unused vacation through the Separation Date, COBRA continuation coverage and life insurance conversion rights, if any, (iv) Executive’s rights to provide information, assist or participate in any investigation, proceedings, or litigation concerning any administrative claim with any government agency under any applicable law that protects such rights, or to file such a claim, or (v) Executive’s rights under any written contracts between the Executive or his or her affiliated entities and any member of the Company Group. This General Release does not (i) limit Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”), (ii) limit Executive’s 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, or (iii) limit Executive’s right to receive an award for information provided to any Government Agencies. Executive acknowledges that the non-disparagement and confidentiality provisions contained in the Agreement infringe on Executive’s rights described in this release, and Executive agrees that he or she is aware of and has consented to such infringement. Furthermore, notwithstanding the foregoing release, Executive will continue to be entitled to all of his or her respective statutory and other rights to indemnification, including, without limitation, indemnification pursuant to the Company’s organizational documents, indemnification agreements, insurance policies or under applicable law to the same extent Executive would have had the right to be indemnified absent this release. Executive acknowledges that he or she is waiving and releasing any rights he or she may have under the ADEA and that this waiver and release is knowing and voluntary. Executive and the Company agree that this waiver and release does not apply to any rights or claims that may arise under any whistleblower laws the ADEA after the Effective Date (as hereinafter defined) of the Agreement. Executive acknowledges that the consideration given for the Agreement is in addition to anything of value to which he was already entitled. Executive further acknowledges that he or whistleblower provisions of other laws.she has been advised by this writing that:
Appears in 1 contract
Sources: Executive Severance Agreement (Covenant Logistics Group, Inc.)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Executive Retention Agreement, dated December 18, 2014 (the “Agreement”), R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenMyriad Genetics, Inc. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Executive Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws, excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his or her Date of Termination (as defined in the Agreement);
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Date of Termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the Date of Termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Executive Retention Agreement (Myriad Genetics Inc)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Resignation Agreement, dated as of May 1, 2015 (the “Resignation Agreement”), by and among ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Executive”), and Third Point Reinsurance Limited (the “Company”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenthe Company, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their and the present and former officers, directors, executives, agents, shareholders, members, attorneys, employees and employees, employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity(an “Action”), including, without limitation, any and all claims (i) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims based on excepting only:
(a) rights of the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising Executive under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII Resignation Agreement;
(b) the right of the Civil Rights Act Executive to receive benefits required to be provided in accordance with applicable law (other than notice-related compensation under Bermuda law, which the parties agree is included in the cash amount to be paid under the Resignation Agreement);
(c) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 incorporation of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and Company or any and all claims of its affiliates or (iii) as an insured under any whistleblower laws director’s and officer’s liability insurance policy now or whistleblower provisions previously in force;
(d) claims for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group, excluding severance pay or resignation or termination benefits except as provided in the Resignation Agreement;
(e) the right of the Executive to exercise the Vested Options in accordance with the Option Agreement (as these terms are defined under the Resignation Agreement); and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of resignation pursuant to applicable policy of the Company Affiliated Group.
Appears in 1 contract
Sources: Resignation Agreement (Third Point Reinsurance Ltd.)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Resignation Agreement, dated as of May 1, 2015 (the “Resignation Agreement”), by and among ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Executive”), and Third Point Reinsurance Limited (the “Company”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenthe Company, Inc. (the “Company”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), their and the present and former officers, directors, executives, agents, shareholders, members, attorneys, employees and employees, employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity(an “Action”), including, without limitation, any and all claims (i) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims based on excepting only: (a) rights of the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising Executive under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII Resignation Agreement; (b) the right of the Civil Rights Act Executive to receive benefits required to be provided in accordance with applicable law (other than notice-related compensation under Bermuda law, which the parties agree is included in the cash amount to be paid under the Resignation Agreement); (c) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 incorporation of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and Company or any and all claims of its affiliates or (iii) as an insured under any whistleblower laws director’s and officer’s liability insurance policy now or whistleblower provisions previously in force; (d) claims for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group, excluding severance pay or resignation or termination benefits except as provided in the Resignation Agreement; (e) the right of the Executive to exercise the Vested Options in accordance with the Option Agreement (as these terms are defined under the Resignation Agreement); and (f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of resignation pursuant to applicable policy of the Company Affiliated Group.
Appears in 1 contract
Sources: Resignation Agreement and Release
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of September 15, 2009, to which ▇▇▇▇▇▇▇▇▇ Farms, Inc. (the “AgreementCompany”), ) and D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Executive”) are parties (the “Employment Agreement”), the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian “Action”) arising out of or in any way connected connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), any and all claims Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) rights of the Executive under this Waiver and Release of Claims and the Employment Agreement, including, but not limited to, the Massachusetts Fair Executive’s rights to payments under Section 3 of the Employment Practices ActAgreement;
(b) rights of the Executive relating to equity and equity compensatory awards, of Holdings and/or the Company held by the Executive as of his date of termination;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and any and all the Employment Agreement;
(d) rights to indemnification the Executive may have under the by-laws or certificate of incorporation of the Company;
(e) claims for benefits under any whistleblower laws health, disability, retirement, deferred compensation, life insurance or whistleblower provisions other, similar employee benefit plan or arrangement of other lawsthe Company Affiliated Group; and
(f) claims for the reimbursement of un-reimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Executive Severance and Consulting Agreement, dated January 22, 2013, (the “"Agreement”"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “"Executive”"), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGenMyrexis, Inc. (the “"Company”") and each of its subsidiaries and affiliates (the “"Company Affiliated Group”"), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “"Company Released Parties”"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“"ERISA”"), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“"Title VII”"), the Americans with Disabilities Act ("ADA"), Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws, excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of her Date of Termination (as defined in the Agreement);
(c) the right of the Executive to receive continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party or (iii) as an insured under any director's and officer's liability insurance policy now or previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Date of Termination in accordance with applicable Company policy; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the Date of Termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Executive Severance and Consulting Agreement (Myrexis, Inc.)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance the Employment Agreement, dated as of August , 2009, to which Cloud Peak Energy Inc. (the “"Company") and ▇▇▇▇▇▇ "▇▇▇▇" ▇▇▇▇▇▇ (the "Executive") are parties (the "Employment Agreement”"), (the “Executive”), with the intention of binding the Executive and the Executive’s 's heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “"Company Affiliated Group”"), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof)employees, and the successors, predecessors and assigns of each of the foregoing (collectively, the “"Company Released Parties”"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or known, unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (ian "Action") arising out of or in any way connected connection with the Executive’s service to 's employment by any member of the Company Affiliated Group (or the predecessors thereof), including (i) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful and or unfair labor and employment practices), and any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“"Title VII”), the Age Discrimination in Employment Act (“ADEA”"), the Americans with Disabilities Act (“"ADA”"), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave ActAct and the Age Discrimination in Employment Act ("ADEA"), excepting only:
(a) rights of the Executive under this Waiver and Release of Claims and the Employment Agreement, including, but not limited to, the Massachusetts Fair Executive's rights to payments under Section 3 of the Employment Practices Act, Agreement;
(b) rights of the Executive relating to equity and any equity compensatory awards of the Company held by the Executive as of his date of termination and all rights under the Company's equity incentive plans;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and the Employment Agreement;
(d) rights to indemnification the Executive may have under the by-laws or certificate of incorporation of the Company or otherwise;
(e) claims for benefits under any whistleblower laws health, disability, retirement, deferred compensation, life insurance or whistleblower provisions other employee benefit plan or arrangement of other lawsthe Company Affiliated Group or any thereof; and
(f) claims for the reimbursement of un-reimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated , the Employment Agreement (the “Agreement”), ) dated as of [ ] between The St. ▇▇▇ Company (the “Company”) and [ ] (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any of the Company Released Party Parties in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort tort, and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Executive Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act Act, the Family and Medical Leave Act, the Massachusetts Fair Age Discrimination in Employment Practices ActAct (“ADEA”), the Florida Law Against Discrimination and any and all claims under any whistleblower laws or whistleblower provisions of other laws.laws excepting only:
(a) rights of the Executive under this General Release and the Agreement;
(b) rights of the Executive relating to equity awards held by the Executive as of his or her Date of Termination (as defined in the Agreement);
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law,
Appears in 1 contract
Sources: Employment Agreement (St Joe Co)
General Release. In consideration of the payments and benefits to be made under that certain Change in Control Severance Agreement, dated September 15, 2014 (the “Agreement”), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge ImmunoGen, Inc. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Immunogen Inc)